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

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

Previous: UNION PACIFIC CORP, SC 14D1, 1995-08-09

Next: UNION TANK CAR CO, 10-Q, 1995-08-09

<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 1995

Registration No. 33-________

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

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

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

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

UNION TANK CAR COMPANY
(Exact name of registrant as specified in its charter)

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

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

225 WEST WASHINGTON STREET
CHICAGO, ILLINOIS 60606
(312) 372-9500
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)

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.)

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

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
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

Pass Through Certificates, Series 1995-A $123,100,000 100% $123,100,000 $42,449
-------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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 AUGUST __, 1995

PROSPECTUS

$123,100,000

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 _________________________, 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 ____ separate owner trusts (each, an "Owner
Trustee") in connection with ____ separate leveraged lease transactions to
finance not more than 80% of the cost of certain tank cars and covered hopper
cars (each rail car a "Unit" and, collectively, the "Equipment") that will be
purchased by the Owner Trustees from the Company and leased to the Company. 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
transactions as the Equipment Notes to be held by Pass Through Trust 1995-A1,
(ii) $19,519,000 aggregate principal amount of equipment trust certificates
(the "Company ETCs") to be issued pursuant to an equipment trust agreement
between the Company and _______________________, as trustee, and an (iii)
$11,308,000 principal amount equipment trust certificate (the "Procor ETC") to
be issued pursuant to an equipment trust agreement between Procor and
__________________________________, as trustee. Amounts unconditionally payable
under the leases will be sufficient to pay in full when due all payments of
principal of, Make-Whole Amount (as hereinafter defined), if any, and interest
on the Equipment Notes held in 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 under _____ indentures and will be
secured by a security interest in the Equipment leased by the Company under
the lease relating to such indenture and by an assignment of certain of the
Owner Trustee's rights under such lease, including the right to receive rentals
payable by the Company in respect of such Equipment pursuant to such lease.

Interest paid on the Equipment Notes, the Company ETCs and the Procor ETC held
in the Pass Through Trusts will be passed through to the
Certificateholders on _________ and _________ of each year, commencing on
______, 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 ________ or ________,
or both, of each year, commencing on ________, 199_ and continuing until the
final distribution date set forth below for such Pass Through Trust. The
Equipment Notes, 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 _________, 200_.
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>
FINAL
PASS THROUGH PRINCIPAL INTEREST DISTRIBUTION PRICE TO
CERTIFICATES AMOUNT RATE DATE PUBLIC(1)(2)
<S> <C> <C> <C> <C>
1995-A1 . . . . . . . . . . . $ % 100%
1995-A2 . . . . . . . . . . . $ % 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 Trustees in the leveraged
lease transactions 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

__________________________________, 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.

<TABLE>
<S> <C>
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 ______________________, 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 _____________________, as owner trustee (each, an "Owner
Trustee") of ______ separate owner trusts, for the benefit of certain
institutional investors (each, an "Owner Participant") in connection with _____
separate leveraged lease transactions which will finance not more than 80% of the
cost to the Owner Trustees of certain tank cars and covered hopper cars (each rail
car a "Unit" and, collectively, the "Equipment") which will be purchased by the
Owner Trustees, on behalf of the Owner Participants 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.
See "Description of the Pass Through Certificates--General". The Equipment Notes
will be issued in series in connection with such leveraged lease transactions under
____ indentures (each, an "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 transactions as the Equipment Notes to be held by Pass
Through Trust 1995-A1.

</TABLE>

-4-
<PAGE> 6

<TABLE>
<S> <C>
(b) $19,519,000 aggregate principal amount of equipment trust certificates (the
"Company ETCs") to be issued pursuant to an equipment trust agreement between
the Company and _______________________, as trustee (the "Company Trust
Agreement") Until all the 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.
See "Description of the Pass Through Certificates--General."

(c) an $11,308,000 principal amount equipment trust certificate (the "Procor ETC")
to be issued pursuant to an equipment trust agreement between Procor and ______
________________, as trustee (the "Procor Trust Agreement").

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

</TABLE>

-5-
<PAGE> 7

<TABLE>
<S> <C>
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."

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 . . . . . . . . ____________ and ___________.

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 _________ and ___________
of each year, commencing ____________, 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 ___________ or __________, or both, of each year, commencing
on _____________, 199__ 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

</TABLE>

-6-
<PAGE> 8

_____________, 200_ 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, $15,318,000 principal amount of Company ETCs and an $11,308,000 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 $4,201 principal amount of Company ETCs will be acquired by the
Pass Through Trusts on or about December __, 1995. All proceeds of the issuance of the
Pass Through Certificates not 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 __, 1995,
the unexpended proceeds, together with interest thereon at the rate applicable to the
Pass Through Certificates, will be distributed to Certificateholders on January __,
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

</TABLE>

-7-
<PAGE> 9

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 ETC to be 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 _________ or _________, or both, of each year, commencing on
_________, ____. The Equipment Notes held in Pass Through Trust 1995-A2 mature on
_________, 20__; however, such Equipment Notes are required to be prepaid on
____________, 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 ___________, 20__. 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 ___________ and __________ of each year, commencing on ________,
1996.
</TABLE>

-8-
<PAGE> 10

The principal of each Equipment Note is payable in accordance with the principal
repayment schedule set forth herein under "Description of the Equipment
Notes--Principal Payments."

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

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

(b) If (i) on or after March __, 2003 the Company elects to exercise its right to
terminate a Lease pursuant to the terms thereof with respect to some or all of
the Units leased thereunder as a result of such Units becoming obsolete
or surplus, or (ii) on __________, 200__ the Company exercises its option
to purchase some or all of the Units in accordance with the terms of
the applicable Lease or (iii) the Company elects to exercise its right
under a Participation Agreement to purchase Equipment

</TABLE>

-9-
<PAGE> 11

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

(c) Subject to certain restrictions, the Company may require an Owner Trustee to
effect a prepayment of the Equipment Notes issued under an Indenture at a price
equal to the aggregate unpaid principal amount thereof, together with accrued
interest thereon, plus a Make-Whole Amount, as part of a refunding or
refinancing which will result in the prepayment of the Pass Through
Certificates. The Equipment Notes held in Pass Through Trust 1995-A2
are required to be prepaid as part of a refinancing on the final
distribution date applicable to the Pass Through Certificates
issued by such Pass Through Trust.

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

</TABLE>

-10-
<PAGE> 12

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

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

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

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

Although the Equipment Notes are not direct obligations of, or guaranteed by, the
Company, the amounts unconditionally payable by the Company under the Leases will be
sufficient to pay in full when due all payments of principal of, Make-Whole Amount,
if any, and interest on the Equipment Notes, except for the prepayment of principal
required to be made as part of a mandatory refinancing on the final distribution date
applicable to the Pass Through Certificates issued by Pass Through Trust 1995-A2 of the
Equipment Notes held 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 ____________ and
</TABLE>

-11-
<PAGE> 13

<TABLE>
<S> <C>
___________ of each year, commencing on _________, 1996. The Company ETCs, which will
not amortize as to principal, mature on ______, 20__.

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 when due
the principal of and interest on the Company ETCs. At the termination of the 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 ____________ and ___________ of each year, commencing on _________, 1996.
The Procor ETC, which will not amortize as to principal, matures on ______, 20__.

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 the Equipment Notes, and in the
case of Pass Through Trust 1995-A2, the Company ETCs and the Procor ETC. The
Owner Trustees 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 ___ separate leveraged lease transactions. The net
proceeds
</TABLE>

-12-
<PAGE> 14

<TABLE>
<S> <C>
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 . . . . . . . . . . . __________________________________________ will act as trustee under each Pass Through
Agreement and as paying agent and registrar for the Pass Through Certificates. _______
_________________ also will act as the Indenture Trustee under each 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 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."

</TABLE>

-13-
<PAGE> 15

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 _____ separate participation agreements
with the Company, the Indenture Trustee, the applicable Owner Trustee and the
applicable Owner Participant (in each case, a "Participation Agreement")
pursuant to which 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
_____ separate leveraged lease transactions, 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."

-14-
<PAGE> 16

DESCRIPTION OF PAYMENT FLOWS

LEVERAGED LEASE TRANSACTIONS

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

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

-15-
<PAGE> 17
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 ________________________
________, 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 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.

--------------
UNION TANK CAR --------------
COMPANY PROCOR LIMITED
-------------- --------------
| |
Lease Rental | Conditional Sale |
Payments | Payments |
| |
| |
--------------- ---------------
EQUIPMENT TRUST EQUIPMENT TRUST
TRUSTEE TRUSTEE
--------------- ---------------
| |
Company ETC | | Procor ETC
Payments | | Payments
| -------------------- |
------ PASS THROUGH TRUSTEE ------
--------------------
| --------------
Certificate | Distributions UNION TANK CAR
| COMPANY
| --------------
| Guarantee of the |
| Distribution of Principal |
| and Interest Payable in |
-------------------- Respect of the Procor ETC |
HOLDERS OF PASS - - - - - - - - - - - - - - - - -
THROUGH CERTIFICATES
--------------------

-16-
<PAGE> 18

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 Trustees which, in turn, will use the proceeds, together with funds
provided by the Owner Participants, to purchase the Equipment from the Company,
on behalf of the Owner Participants.

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

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

The following table sets forth information with respect to the
Equipment (consisting of an aggregate of 2,047 rail cars, all of which were
manufactured in 1994 or 1995) expected to be purchased by the Owner Trustees
and leased to the Company:

<TABLE>
<CAPTION>
Type of Car No. of Cars
----------- -----------
<S> <C>
Covered Hopper (5,800 cu. ft.) . . . . 307
Covered Hopper (3,000 and 3,300 cu. ft.) 140
Tank (general purpose) . . . . . . . . 1,142
Tank (pressure) . . . . . . . . . . . . 458
-----
Total . . . . . . . . . . . . . . . . . 2,047
=====
</TABLE>

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

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

1 . . . . . . . . . . . . . . . . $ $
2 . . . . . . . . . . . . . . . .
---------- ----------
Total . . . . . . . . . . . . . $ $
========== ==========
</TABLE>

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 $19,519,000 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
__________________________________, as trustee, and an $11,308,000 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 _________________________, 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.

-17-
<PAGE> 19
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 $26,626,000 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 __, 1995 of the remaining $________ aggregate principal amount of
Equipment Notes and $4,201 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
Certificateholders shall be paid by the Company. See "Description of the
Pass Through Certificates--Delayed Purchased; Extraordinary Distribution."

-18-
<PAGE> 20

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.

-19-
<PAGE> 21

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 Leases are
expected to be classified as operating, rather than capital, leases, there will
be no related obligation recorded on the Company's consolidated balance sheet.

<TABLE>
<CAPTION>
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 $ 700,397
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 . . . . . . . . . . . . . . . . . . . . . . . 839,645 870,472

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 $1,387,661
========== ==========

</TABLE>

-20-
<PAGE> 22
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>

-21-
<PAGE> 23
(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.

(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.

-22-
<PAGE> 24

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, any Owner Participant, any Owner
Trustee in its individual capacity, or any affiliate of any such person.
(Section 3.8)

Neither the Agreements, the Indentures nor the Trust Agreements
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

-23-
<PAGE> 25
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--Guarantees" 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), banks, trust companies and clearing
corporations. Indirect access to the DTC system also is available to others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a DTC Participant either directly or
indirectly ("Indirect Participants").

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

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

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

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

-24-
<PAGE> 26

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 each
Indenture Trustee as assignee of an Owner Trustee's rights under the
corresponding Lease, as well as all payments made by the Company and Procor 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.

-25-
<PAGE> 27

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 __________ and
_________ of each year, commencing _________, 1996, until the final
distribution date for the 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 _________ or __________ or both, of each year,
commencing ___________, 1996 (such scheduled payments of interest and principal
are herein referred to as "Scheduled Payments", and ___________ and _________
of each year, commencing ___________, 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 _________, 200_.
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
relating to certain Equipment, Company ETCs or the Procor ETC (including
payments received by the Pass Through Trustee on account of the purchase by the
Owner Trustee of such Equipment Notes or payments received on account of the
sale of such Equipment Notes, 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 a 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 an Owner Trustee of a
competitive Owner Participant, 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

-26-
<PAGE> 28

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 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

-27-
<PAGE> 29
Trust 1995-A2, the Company ETCs and the Procor ETC held in each 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 __, 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 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
------------------------- -------- ----------- -------- -----------
<S> <C> <C> <C> <C>

. . . .
. . . .
. . . .
. . . .
. . . .
. . . .
. . . .
. . . .
. . . .
. . . .
. . . .
. . . .
. . . .
. . . .
. . . .
</TABLE>

-28-
<PAGE> 30

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;

(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.

-29-
<PAGE> 31
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 one
or more of the Indentures (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
Indentures, see "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." Each Pass Through Trust will hold Equipment
Notes issued pursuant to each of the Indentures, which means a continuing
Indenture Default under any one Indenture will result in an Event of Default
under each of the Agreements and therefore will affect each of the Pass Through
Trusts. There are, however, no cross-default provisions in the Indentures and
events resulting in an Indenture Default under any particular Indenture will
not necessarily result in an Indenture Default occurring under any other
Indenture. See "Description of the Equipment Notes--Indenture Defaults, Notice
and Waiver." If an Indenture Default occurs with respect to fewer than all of
the Indentures, the Equipment Notes issued pursuant to the Indentures with
respect to which an Indenture Default has not occurred will continue to be held
in the Pass Through Trusts, and payments of principal and interest on such
Equipment Notes will continue to be distributed to the holders of the Pass
Through Certificates as originally scheduled. Similarly, 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.

-30-
<PAGE> 32

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

Each Indenture provides that, if an Indenture Default shall occur and
be continuing thereunder, the Indenture Trustee may, and upon the instructions
of the holders of a majority in aggregate principal amount of the Equipment
Notes outstanding under such Indenture shall, declare the unpaid principal
amount of the Equipment Notes issued under such Indenture to be immediately due
and payable, together with any accrued and unpaid interest thereon. Each
Indenture further provides that, if an Indenture Default shall occur and be
continuing thereunder, the holders of a majority in aggregate principal amount
of the Equipment Notes outstanding under such Indenture may direct the
Indenture Trustee with respect to the exercise of remedies thereunder. See
"Description of the Equipment Notes--Remedies." 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
issued under an Indenture or to direct the exercise of remedies by the
Indenture Trustee under an Indenture will depend, in part, upon the proportion
between the aggregate principal amount of the Equipment Notes issued under such
Indenture and held in such Pass Through Trust and the aggregate principal
amount of all Equipment Notes issued under such Indenture. If, for example,
the Equipment Notes held in a Pass Through Trust constitute only 45% in
aggregate principal amount of the Equipment Notes issued under an Indenture,
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 issued under such Indenture, 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 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 under
any Indenture 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 issued under such Indenture, and upon the direction of the
holders of Pass Through Certificates evidencing fractional undivided interests
aggregating not less than a majority in interest of 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 issued under such Indenture and any
accrued and unpaid interest thereon to be due and payable. Each Agreement also
provides that, if an Indenture Default under any Indenture 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 issued under such Indenture in favor of directing the
Indenture Trustee as to the time, method and place of conducting any proceeding
for any remedy available to the Indenture Trustee or of exercising any trust or
power conferred on the Indenture Trustee under such Indenture. (Sections 6.1
and 6.4)

-31-
<PAGE> 33

As an additional remedy, if an Indenture Default under an Indenture
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
issued under such Indenture that are held in such Pass Through Trust for cash
to any person. In addition, if an Owner Trustee elects to purchase all of the
outstanding Equipment Notes issued under such Indenture in lieu of prepayment,
the Pass Through Trustee shall sell such Equipment Notes to such Owner Trustee
at a price equal to the unpaid principal amount thereof together with accrued
and unpaid interest thereon. (Sections 6.1 and 6.2) Any proceeds received by
the Pass Through Trustee upon any such sale shall be deposited in the Special
Payments Account 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 applicable Owner Participant, the applicable Owner Trustee in its
individual capacity or any affiliate thereof, or the Pass Through Trustee.
Furthermore, neither the Pass Through Trustee nor the Certificateholders 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 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)

-32-
<PAGE> 34

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 an 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 applicable Owner Trustee exercises its option to prepay or
purchase the outstanding Equipment Notes issued under such Indenture as
described below under "Description of the Equipment Notes--Prepayment," the
amount paid by such Owner Trustee to the Pass Through Trustee for the Equipment
Notes issued under such Indenture shall be deposited in the Special Payments
Account 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

-33-
<PAGE> 35

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) Each Indenture provides that,
with certain exceptions, the holders of a majority in aggregate unpaid
principal amount of the Equipment Notes thereunder may on behalf of all such
holders waive any past default or Indenture Default thereunder. (Indentures,
Section 5.06) For a discussion of waivers of Indenture Defaults under the
Indentures, 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 applicable
Indenture or Trust Agreement, as applicable, such past default or Indenture
Default under such Indenture or Equipment Trust Default under such Equipment
Trust Agreement, as applicable, shall be waived. For a discussion of waivers
of 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

-34-
<PAGE> 36

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 to which such consent relates. (Section 10.1)

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 __, 1995, whether due to the physical
unavailability of Units, the failure by an 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 __, 1996, at the
rate appertaining to the applicable Pass Through Certificates, but without
premium, will be distributed on January __, 1996 to the Certificateholders of
record as of December __, 1995. (Section 2.1 (b)).

The Company will pay to the Pass Through Trustee on January __, 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 ___________,
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.

-35-
<PAGE> 37

THE PASS THROUGH TRUSTEE

______________________________ 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 Indentures, the
Leases, the Trust Agreements or other related documents. (Section 7.4)
________________________________________ also will initially be the Indenture
Trustee of each of the Indentures 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 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)

[PRIOR RELATIONSHIPS, IF ANY, BETWEEN THE COMPANY AND/OR PROCOR AND
THE PASS THROUGH TRUSTEE TO BE DESCRIBED.]

DESCRIPTION OF THE EQUIPMENT NOTES

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

-36-
<PAGE> 38

GENERAL

Each series of Equipment Note will be issued under one of _____
Indentures between _____________________________________________________ _____,
as Owner Trustee of an owner trust for the benefit of an Owner Participant, and
___________________________________________________, as Indenture Trustee.

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

PAYMENTS OF PRINCIPAL AND INTEREST

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

<TABLE>
<CAPTION>
Lease
No. Series A1 Series A2
----- --------- ---------
<S> <C> <C> <C>

1 . . . . . . . . . . . . . . . . . . . . $ $
2 . . . . . . . . . . . . . . . . . . . .
Total $ $
======== =========
</TABLE>

Interest will be payable on each Equipment Note at the rate applicable
to such Equipment Note on the unpaid principal amount thereof on ____________
and ___________ of each year, commencing ____________, 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>
Payment Dates Lease No. 1 Lease No. 2 Total
------------- ----------- ----------- -----
<S> <C> <C> <C>

. . . . . . . . . . . . . . . .

Total . . . . . . . .
</TABLE>

-37-
<PAGE> 39

The _____% Equipment Notes held in Pass Through Trust 1995-A2 will not
amortize as to principal and will mature on ___________, ____; however, such
Equipment Notes are required to be prepaid on __________, ____ 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 applicable Lease, then the Company is
obligated to pay the Stipulated Loss Value of such Unit. Such payment will be
used to prepay a portion of the Equipment Notes issued with respect to the
Equipment of which such Unit is a part on (i) the next Regular Distribution
Date following the election by the Company to pay the Stipulated Loss Value of
such Units rather than substitute like kind equipment or (ii) in the case of
the occurrence of an Event of Loss in respect of more than ten Units since the
end of the last six month reporting period under a Lease (a "Multiple Loss"),
on the first Business Day succeeding the 60th day following the date on which
the Company is required to report such Multiple Loss. The amount prepaid will
be equal to the sum of (i) as to principal, an amount equal to the product
obtained by multiplying the aggregate unpaid principal amount of the Equipment
Notes issued under the Indenture to which such Equipment relates as of the
prepayment date (after deducting therefrom the scheduled principal installment,
if any, due on the prepayment date) by a fraction, the numerator of which shall
be the Equipment Cost of such Unit and the denominator of which shall be the
aggregate Equipment Cost of all Equipment securing such Indenture immediately
prior to the prepayment date, and (ii) as to interest, the aggregate amount of
interest accrued and unpaid to but not including the prepayment date in respect
of the principal amount to be prepaid pursuant to clause (i) above on such
prepayment date. No Make-Whole Amount (as defined below) will be payable in
the event of a prepayment under such circumstances. See "Description of the
Equipment Notes--The Leases--Events of Loss." (Leases, Section 11; Indentures,
Section 2.10)

In addition, under the Leases the Company may, so long as no Lease
Event of Default has occurred and is continuing, terminate a Lease at its
option (i) at any time after March __, 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 ____________, 200_ 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 a purchase option to assume on a full recourse
basis all of the Owner Trustee's obligations in respect of the related
Equipment Notes and acquires the purchased Units subject to the lien of the
related Indentures, the amount of Equipment Notes to be prepaid in the event of
any such Lease termination will be equal to the sum of (i) as to principal, an
amount equal to the product obtained by multiplying the aggregate unpaid
principal amount of the Equipment Notes issued under the Indenture to which
such Unit relates as of the prepayment date (after deducting therefrom the
scheduled principal installment, if any, due on the prepayment date) by a
fraction, the numerator of which shall be the Equipment Cost of such Unit and
the denominator of which shall be the aggregate Equipment Cost of all Equipment
securing such Indenture immediately prior to the prepayment date, and (ii) as
to interest the aggregate amount of interest accrued and unpaid to but not
including the prepayment date in respect of the principal amount to be prepaid
pursuant to clause (i) of this on such prepayment date, plus 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

-38-
<PAGE> 40

for such Unit. See "Description of the Equipment Notes--The
Leases--Termination." (Leases, Section 10 and 22.1; Indentures, Section 2.10;
Participation Agreements, Section 6.9)

[Subject to certain restrictions], the Company is required to direct
the relevant Owner Participant and Owner Trustee and the Pass Through Trustee
to effect a prepayment of the Equipment Notes held in Pass Through Trust
1995-A2 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 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 Agreements, Section 10.2;
Indentures, 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 a Lease, having exercised (or given notice of its
intention to exercise) any remedy in respect of the Units under such Lease,
(iii) one or more Lease Events of Default having occurred under a Lease and
continuing for a period of 180 days or more during which period such Equipment
Notes could, but shall not, have been accelerated by the Indenture Trustee or
(iv) the Indenture Trustee having commenced foreclosure of the lien of the
Indenture or otherwise exercised remedies which would result in the exclusion
of the Owner Trustee from any property subject to the lien of the Indenture or
any part thereof (or given notice of its intention to foreclose or exercise
remedies). Such 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. (Indentures, 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 __________ and _________ 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 applicable Lease shall have
occurred and be continuing, appointed by the Indenture Trustee (an "Independent
Investment Banker"). In calculating the Make-Whole Amount, the Independent
Investment Banker will first determine the Treasury Rate applicable to the
relevant Equipment Note.

For purposes of determining the Make-Whole Amount, "Treasury Rate"
means, with respect to prepayment of each Equipment Note, a per annum rate
(expressed as a semiannual equivalent and as a decimal and, in the case

-39-
<PAGE> 41

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

SECURITY

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

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

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

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 with respect to such Equipment or the income and proceeds
received by the Indenture Trustee therefrom (including rent payable by the
Company under the Lease with respect to such Equipment). The Equipment Notes
are not obligations of, or guaranteed by, the Company. None of the Owner
Participants or the Indenture Trustee, or any affiliates thereof, shall be
liable to any holder of an Equipment Note or, in the case of the Owner
Participants, to

-40-
<PAGE> 42

the Indenture Trustee for any amounts payable under the Equipment Notes or,
except as provided in each Indenture, for any liability under such Indenture.
(Indentures, Section 2.03)

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

INDENTURE DEFAULTS, NOTICE AND WAIVER

Indenture Events of Default under each Indenture include: (a) a Lease
Event of Default, (b) default by the Owner Trustee in making payments when due
of principal of, premium, if any, or interest on any Equipment Note and
continuance of that default for 10 Business Days, (c) failure by the Owner
Trustee to prepay the Equipment Notes on the final distribution date for the
Pass Through Certificates, (d) failure by the Owner Trustee or the Owner
Participant to perform any covenant contained in the Indenture, the Equipment
Notes or in the Participation Agreement continuing for a period of 30 days
after written notice by the Indenture Trustee or any holder of an Equipment
Note issued under such Indenture, (e) any representation or warranty made by
the Owner Trustee in such Indenture or made by the Owner Trustee (except to the
extent made with respect to ___________________________________________ in its
individual capacity) or the Owner Participant in the Participation Agreement or
in any document or certificate furnished to the Indenture Trustee being
incorrect in any material respect as of the date made and remaining material
and continuing unremedied for a period of 30 days after written notice to the
Owner Trustee and Owner Participant, and (f) the occurrence of certain events
of bankruptcy, reorganization or insolvency of the Owner Participant or the
Owner Trustee. (Indentures, 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 such Lease, shall have exercised (or given notice of
its intention to exercise) any remedies in respect of the Units under such
Lease or (iv) the Indenture Trustee shall commence foreclosure of the lien of
the Indenture or otherwise exercise remedies which would result in the
exclusion of the Owner Trustee from any property subject to the lien of the
Indenture or any part thereof (or given notice of its intention to foreclose or
exercise remedies), upon 30 days' notice the Owner Trustee may elect to
purchase all, but not less than all, of the Equipment Notes then outstanding
under such Indenture from the holders thereof by paying to each such holder an
amount equal to the aggregate unpaid principal amount of all such Equipment
Notes then held by such holder, together with accrued and unpaid interest
thereon to the date of payment, but without the payment of any Make-Whole
Amount except in the case of a purchase of the Equipment Notes pursuant to
clause (iv) above if the right to exercise any remedies arises because of
action attributable to the Owner Trustee or the Owner Participant.
(Indentures, 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
a Lease, then and as long as no other Indenture Event of Default under the
Indenture (which is not being concurrently cured) shall have occurred and be
continuing the Owner Participant or the Owner Trustee may, during the 10
Business Days after receiving written notice of such failure from the Indenture
Trustee, pay to the Indenture Trustee the amount of such rental payment
together with any interest thereon on account of the delayed payment thereof,
in which event such payment by the Owner Participant or the Owner Trustee shall
be deemed to cure any Indenture Event of Default which arose from such failure
of the Company (but such cure shall not relieve the Company of any of its
obligations); provided, that the Owner Participant and the Owner Trustee,
collectively, shall not be entitled to cure more than three consecutive or six
total failures to make semiannual basic rental payments. In the event there
shall occur a Lease Event of Default under a Lease in respect of any other
payment of rent, or which is curable by the payment of money, then and as long
as no other Indenture Event of Default under the Indenture (which is not being
concurrently cured) shall have occurred and be continuing the Owner Participant
or the Owner Trustee may, during the 30 days after receiving written notice of
such Lease

-41-
<PAGE> 43

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 $_______________, as adjusted annually for inflation.
(Indentures, Section 5.04(a))

Each Indenture provides that the Indenture Trustee shall, upon the
occurrence of any event known to it that is an Indenture Default or Indenture
Event of Default thereunder, give notice thereof to the holders of the
Equipment Notes issued thereunder, the Company, the Owner Trustee and the Owner
Participant. (Indentures, Section 6.01)

The holders of a majority in aggregate principal amount of the
outstanding Equipment Notes issued under an Indenture, by notice to the
Indenture Trustee, may on behalf of all holders waive any past default under
the Indenture except a default in the payment of the principal of, Make-Whole
Amount, if any, or interest on any such Equipment Note or a default in respect
of any covenant or provision of such Indenture that cannot be modified or
amended without the consent of each holder of an Equipment Note affected
thereby. (Indentures, Section 5.06)

REMEDIES

If an Indenture Default shall occur and be continuing under an
Indenture, the Indenture Trustee may, and when instructed by the holders of at
least a majority in aggregate principal amount of the Equipment Notes
outstanding under such Indenture shall, declare the unpaid principal of all
such Equipment Notes outstanding under such Indenture immediately due and
payable, together with all accrued but unpaid interest thereon. The holders of
a majority in aggregate principal amount of Equipment Notes outstanding under
such Indenture may rescind any such declaration by the Indenture Trustee or by
the holders at any time prior to the sale of the Equipment covered by such
Indenture after such an Indenture Default if (i) there has been paid to or
deposited with the Indenture Trustee an amount sufficient to pay all due or
overdue installments of principal of, premium, if any, and interest on any such
Equipment Notes that have become due otherwise than by such declaration of
acceleration, (ii) the rescission would not conflict with any judgment or
decree and (iii) all other Indenture Defaults under such Indenture have been
cured or waived except nonpayment of principal of, premium, if any, or interest
on any such Equipment Notes that have become due solely because of
acceleration. (Indentures, Section 5.02)

Each Indenture provides that if any Indenture Default under such
Indenture has occurred and is continuing the Indenture Trustee may exercise
certain rights or remedies available to it under applicable law, including (if
the corresponding Lease has been declared in default) one or more of the
remedies under such Indenture or such Lease. The Indenture Trustee's right to
exercise remedies under an Indenture is subject in certain circumstances to its
having proceeded to exercise one or more remedies under the Lease with respect
to the Equipment, unless at the time, the Indenture Trustee is stayed or
otherwise prevented from doing so by operation of law, in which case the
Indenture Trustee has agreed to refrain from exercising remedies under such
Indenture for a period of 90 days. Further, the Indenture Trustee may not
exercise remedies under an Indenture in those circumstances in which the
Company, as the debtor in a bankruptcy proceeding, shall have affirmed the
Lease and no Lease Event of Default (other than a Lease Event of Default
arising from the bankruptcy of the Company) has occurred and is continuing.
See "Description of the Equipment Notes--The Lease--Lease Events of Default."
Such remedies may be exercised by the Indenture Trustee to the exclusion of the
Owner Trustee and, subject to the terms of the Lease, the Company. Any
Equipment sold in the exercise of such remedies will be free and clear of any
rights of those parties including the rights of the Company under the Lease
with respect to such Equipment; provided that no exercise of any remedies by
the Indenture Trustee may affect the rights of the Company under the Lease
unless a Lease Event of Default under the Lease has occurred and is continuing.
(Indentures, Sections 5.03(a) and (c), 5.04(c) and 5.05; Leases, Section 15)

-42-
<PAGE> 44

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. (Indentures,
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. (Indentures, Section
3.03)

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

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

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

MODIFICATION OF INDENTURES AND LEASES

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

Certain provisions of each Lease and Participation Agreement may be
amended or modified by the parties thereto without the consent of any holders
of the Equipment Notes outstanding under the Indenture so long as no Indenture
Event of Default shall have occurred and be continuing. In the case of each
Lease, such provisions include, among others, provisions relating to (i) rental
payments and other payments, except to the extent indicated in clause (a) of
the following paragraph, (ii) the maintenance of the Equipment covered by such
Lease, modifications to the Units and the return to the Owner Trustee of the
Equipment at the end of the term of the Lease and (iii) the renewal of such
Lease and the option of the Company at the end of the term of the Lease to
purchase any or all of the Equipment subject to such Lease. (Indentures,
Section 10.05)

Without the consent of the holder of each Equipment Note outstanding
under an Indenture, no amendment or modification of such Indenture may (a)
change the final maturity of, or reduce the principal amount of, or premium, if
any, or interest payable on any Equipment Notes issued under such Indenture or
impair the right to

-43-
<PAGE> 45

institute suit for the enforcement of any such payment or change the date on
which any principal or premium, if any, or interest is due and payable, (b)
create any lien with respect to the property subject to the Lien of the
Indenture ranking prior to or on a parity with the security interest created by
the Indenture, except as permitted in the Indenture, or deprive any holder of
any Equipment Note issued under such Indenture of the benefit of the Lien of
the Indenture or (c) reduce the percentage in principal amount of outstanding
Equipment Notes issued under such Indenture necessary to modify or amend any
provision of the Indenture or to waive compliance therewith. (Indentures,
Section 10.01)

THE LEASES

Terms and Rentals. The Equipment subject to each Lease will be leased
by the Owner Trustee to the Company for a term commencing on the delivery date
thereof and expiring on _________, ____, unless previously terminated as
permitted by each Lease. The rent payments under each Lease will be payable on
_________ and _________ (or, if such day is not a Business Day, on the next
succeeding Business Day), commencing on ________, 1996, and will be used to
make payments of principal of and interest due on the Equipment Notes issued
under the Indenture corresponding to such Lease, which will in turn furnish the
funds to be distributed by the Pass Through Trustee to the Certificateholders
on ________ and ________ of each year. (Leases, Section 3.2; Indentures,
Section 3.01) The Company has also agreed to pay under each Lease on
__________, 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 such Lease.
(Leases, Section 3.5) Rental payments that the Company is obligated to make or
cause to be made under each Lease will not be less than the scheduled payments
of principal of and interest on the Equipment Notes under the Indenture 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 a 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 issued under the Indenture corresponding to
such Lease. (Participation Agreements, Section 2.6; Leases, Section 3) The
balance of any such semi-annual rent payment under a Lease, after payment of
the scheduled principal of, and interest on the Equipment Notes issued under
the Indenture corresponding to such Lease, will be paid over to or for the
account of the applicable Owner Participant as the beneficial owner of the
Equipment covered by the Lease. (Leases, Section 3)

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

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

Sublease; Possession and Use. The Company is in the business of
leasing railway tank cars and other railcars to third parties under
full-service operating leases. These leases vary in nature based on the needs
of the sublessee and the Company. The Company shall have the right to use the
Equipment, subject to the applicable Lease, and to sublease the Equipment to
any railroad company incorporated in the United States, Canada or Mexico

-44-
<PAGE> 46

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 each
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 corresponding to such Lease. 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.
(Leases, Sections 8.2 and 8.3) If any Unit is leased or the possession is
otherwise transferred, such Unit will remain subject to the lien of the related
Indenture.

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

Liens. The Equipment will be maintained free of any liens, other than
the respective rights of the Owner Participants, the Owner Trustee, the
Indenture Trustee, the holders of the Equipment Notes, the Company and any
permitted sublessee arising under the Leases, the Indentures, the Participation
Agreements and the separate Trust Agreements between the Owner Trustee and the
Owner Participants pursuant to which the Owner Trustee acts as trustee for the
benefit of the Owner Participants, and other than, in the case of the
Equipment, certain limited liens permitted under the Leases and the Indentures,
including liens for taxes either not yet due and payable or being contested in
good faith (so long as there exists no material risk of sale, forfeiture, loss
or loss of use of the Equipment or any interest therein), materialmen's,
mechanics' and other similar liens arising in the ordinary course of business
and either not yet due and payable or being contested (so long as there exists
no material risk of sale, forfeiture, loss or loss of use of the Equipment or
any interest therein), judgment liens that are being appealed in good faith and
whose enforcement has been stayed pending such appeal, and salvage rights of
insurers under insurance policies maintained pursuant to the Lease. (Leases,
Section 7)

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

Termination. So long as no Lease Event of Default or event which, with
notice or the lapse of time or both, would become a Lease Event of Default
thereunder shall have occurred and be continuing, the Company may, upon at
least 120 days prior written notice, terminate each Lease with respect to
specific groups of Equipment

-45-
<PAGE> 47

subject to such Lease (provided that if such termination is for less than all
of the Units in any one specific group of Equipment (as set forth in the
Leases), the determination as to which Units are subject to termination shall
be made by the Company on a random or other reasonable basis without regard to
maintenance status or operating condition) (the "Terminated Units"), at its
option any time after __________, 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 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 shall
terminate with respect to the Terminated Units after the full Termination Value
and any rent due has been received by the Indenture Trustee and, if all amounts
due such Owner Participant have also been paid, the Lease with respect to such
Terminated Units shall terminate and the obligation of the Company thereafter
to make rent payments with respect thereto shall cease. (Leases, Sections 3.6,
10.1, 10.2 and 10.4, Indentures, Section 3.02)

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

Purchase Options. So long as no Lease Event of Default or event which,
with notice or the lapse of time or both, would become a Lease Event of Default
thereunder, shall have occurred and be continuing, the Company shall have the
right to purchase on ____________, ____ any or all of such Units subject to
each Lease at the option prices set forth in the Leases. 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
shall be used to prepay the Equipment Notes relating to the purchased Units
unless the Company elects to assume on a full recourse basis all of the Owner
Trustee's obligations in respect of the related Equipment Notes and acquires
the purchased Units subject to the lien of the related Indenture. (Leases,
Section 22.1) See "Description of the Equipment Notes--Prepayment."

Events of Loss. If an Event of Loss occurs with respect to a Unit, the
Company shall give notice to the Owner Trustee in accordance with the terms of
the related Lease and, if the Indenture has not been discharged, to the
Indenture Trustee, and shall either (i) pay to the Owner Trustee the Stipulated
Loss Value of such Unit or (ii) substitute for such Unit like kind equipment,
of equal or greater fair market sales value, utility, remaining 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

-46-
<PAGE> 48

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 shall, so long as the applicable
Indenture shall not have been discharged, be deposited directly with the
Indenture Trustee and shall be applied to prepay all or a portion of the
Equipment Notes as provided in the Indenture. See "Description of the
Equipment Notes-- Prepayment." If the Company pays the Stipulated Loss Value
of a Unit subject to an Event of Loss and any rent due, the lien of the
Indenture and the Lease relating to such Unit shall terminate with respect to
such Unit, title thereto shall be transferred to the Company and the obligation
of the Company thereafter to make rent payments with respect thereto shall
cease, except for indemnification obligations which otherwise may have accrued.
(Leases, Section 11) Amounts in excess of the amounts applied to prepay
Equipment Notes in accordance with the Indenture will be distributed by the
Indenture Trustee in accordance with the terms of the Indenture.

An Event of Loss with respect to any Unit shall mean any of the
following events: (i) damage or contamination of such Unit which, in the
Company's reasonable judgment (as evidenced by an Officers' Certificate to such
effect), makes repair uneconomic or renders such Unit unfit for commercial use,
(ii) destruction of such Unit or theft or disappearance thereof for a period
exceeding twelve months, (iii) the permanent return of such Unit to the
manufacturer pursuant to any patent indemnity provisions, (iv) the taking or
appropriating of title to such Unit by any governmental authority under the
power of eminent domain or otherwise, (v) the actual or constructive total loss
of the Unit, (vi) in the normal course of interstate rail transportation, the
Unit shall be prohibited from being used for a continuous period in excess of
six months as a result of any rule, regulation, order or other action by the
United States government or any agency or instrumentality thereof, (vii) the
Unit shall be subject to a sublease with any person which operates primarily
outside of the United States and shall not be returned to the Company within 60
days of a demand by the Company for return of such Unit following the
termination of such sublease or (viii) the taking or requisitioning of such
Unit for use by any governmental authority or any agency or instrumentality
thereof under the power of eminent domain or otherwise and such taking or
requisition is for a period that exceeds the remaining Basic Term or any
Renewal Term then in effect (unless such taking or requisition is by Mexico or
any governmental authority, agency or instrumentality thereof, in which case
such period shall be the lesser of the period described above or 365 days).
(Leases, Section 11.1)

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

-47-
<PAGE> 49

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 Owner Trustee to effect a mandatory refinancing of Equipment
Notes held by Pass Through Trust 1995-A2 and (i) the occurrence of certain
events of bankruptcy, reorganization or insolvency of the Company. (Leases,
Section 14)

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

THE PARTICIPATION AGREEMENTS

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

Each Participation Agreement provides that if the Owner Participant or
any affiliate thereof is or acquires, is acquired by, merges or otherwise
consolidates with any company or affiliate thereof engaged in 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
applicable Equipment for a purchase price equal to the greater of the
Termination Value or the then appraised fair market value, each calculated as
of 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 applicable Equipment, unless the Company
elects to assume the related Equipment Notes on a full recourse basis, the
purchase price shall be used to prepay the related Equipment Notes and the
applicable Make-Whole Amount shall be paid. Each 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 Agreements, Section 6.9)

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

DESCRIPTION OF THE ETCS

-48-
<PAGE> 50

The Company ETCs are to be issued under and pursuant to the provisions
of the Company Trust Agreement between the Company and ____________
___________________________________, 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 and ______________________________________ __________, 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 $___________ aggregate principal
amount, and the Procor ETC will be limited to $____________ 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
__________, 20__. Interest will be payable on the unpaid principal amount of
the ETCs at the rate of ___% per annum on __________ and __________ of each
year, commencing ____________, 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
$26,026 (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 $15,077,000 (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
____________ or __________, 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. (Sections 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.

-49-
<PAGE> 51

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 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 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
_______________, ___________ 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 __, 1995) on which the other Trust Equipment is sold to the
Equipment Trust Trustee and ending _________ ____________. 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 _______________, _____ and ending _________ ____. 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
equipment trust agreement. (Section 4.09)

-50-
<PAGE> 52

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 _____________, ____ as well as the Company ETC to be issued not
later than December __, 1995, and a default under either Company ETC will
constitute a default under the other Company 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 relevant 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

____________________________________________________ will be the
Equipment Trust Trustee under each Trust Agreement. __________________
__________________________ 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

-51-
<PAGE> 53

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 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 a majority 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)

-52-
<PAGE> 54

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.

-53-
<PAGE> 55

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.

-54-
<PAGE> 56

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 reponing procedures or is an exempt recipient under
Section 6049(b) (4) of the Code. Any such withheld amounts will be allowed as
a credit against the Certificate Owner's federal income tax.

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 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, Taxation, 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. 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.

-55-
<PAGE> 57

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 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, otherwise 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 holding or
disposition of the Pass Through Certificates, Series 1995-A2 or the receipt of
interest thereon by Certificate Owners who are 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, except that in certain circumstances Certificate
Owners who are non-resident insurers carrying on an insurance business in
Canada and elsewhere may be subject to such taxes.

CERTAIN _____________ TAXES

The Pass Through Trustee is a ____________________________ with its
principal corporate trust office in ____________. _________________
______________, counsel to _________________, has advised the Company that, in
its opinion, under currently applicable law, assuming that neither Pass Through
Trust is taxable as a corporation, but, rather, each is classified as a grantor
trust under subpart E, Part I of Subchapter J of the Code, (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 _____________ or any political subdivision thereof, (ii) Certificate
Owners who are not residents of or otherwise subject to tax in ____________
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
____________ 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 ____________
or (iii) the Equipment Trust Trustee forecloses on the Trust Equipment and any
of the Trust Equipment is located in ___________ or to the extent the Indenture
Trust, the Company Trust, the Procor Trust or the Pass Through Trust, as
applicable, engages in business in ____________ 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.

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

-56-
<PAGE> 58

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.

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 $_____________ 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.

Pass Through Certificate Concessions to Dealers Reallowance Concessions
------------------------- ---------------------- -----------------------
1995-A1 . . . . . . . . .
1995-A2 . . . . . . . . .

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.

-57-
<PAGE> 59

The Company and Procor do not intend to apply for listing of the Pass
Through Certificates on a national securities exchange, but has 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
______________________________________________________________ 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 which is 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.

-58-
<PAGE> 60

APPENDIX I

GLOSSARY OF CERTAIN TERMS

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

"Agreement" means each of the two separate Pass Through Trust
Agreements by and among _________________________________________________ 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, 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 _____________________________________________, as trustee.

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

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

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

"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
_________________________________________ in its capacity as trustee under each
Trust Agreement, and its successors and assigns thereunder.
<PAGE> 61

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

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

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

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

"Indenture Trustee" means
________________________________________________, in its capacity as indenture
trustee under each Indenture, and its successors and assigns thereunder.

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

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

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

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

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

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

"Pass Through Certificate" means each of the Pass Through Certificates,
Series 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
__________________________________________________, 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

I-2
<PAGE> 62

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

I-3
<PAGE> 63

"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 ________________________________________________________ __, 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.

"Regular Distribution Date" means __________ and ____________ of each
year, commencing ____________, 1995.

"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
____________ or ____________ of each year, commencing ____________, 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

I-4
<PAGE> 64

$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 __, 1995.

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

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

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

I-5
<PAGE> 65

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

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 . . . . . . . . . . . . . . . . . 14

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . 16

THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . 18

CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . 19

SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . 20

DESCRIPTION OF THE PASS THROUGH CERTIFICATES . . . . . . . . . 22

DESCRIPTION OF THE EQUIPMENT NOTES . . . . . . . . . . . . . . 35

DESCRIPTION OF THE ETCS . . . . . . . . . . . . . . . . . . . . 48

CERTAIN FEDERAL INCOME TAX CONSEQUENCES . . . . . . . . . . . . 53

CERTAIN CANADIAN TAX CONSEQUENCES . . . . . . . . . . . . . . . 56

CERTAIN _____________ TAXES . . . . . . . . . . . . . . . . . . 56

ERISA CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . 57

UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . 58

LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . 58

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

GLOSSARY OF CERTAIN TERMS . . . . . . . . . . . . . . Appendix I
</TABLE>

_____________________

UNTIL _______, 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.

$123,100,000

UNION TANK CAR COMPANY
1995-A PASS THROUGH
TRUSTS

PASS THROUGH CERTIFICATES,
SERIES 1995-A

SALOMON BROTHERS INC

MORGAN STANLEY & CO.
INCORPORATED

PROSPECTUS

DATED ___________, 1995
<PAGE> 66

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 . . . . . . $46,552
Blue Sky filing and counsel fees . . . . . . . . . . . . . . . . *
Trustees' fees and expenses . . . . . . . . . . . . . . . . . . *
Printing expenses . . . . . . . . . . . . . . . . . . . . . . . *
Auditors' fees and expenses . . . . . . . . . . . . . . . . . . *
Attorneys' fees and expenses . . . . . . . . . . . . . . . . . . *
Rating agency fees . . . . . . . . . . . . . . . . . . . . . . . *
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . *
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $ *
=====

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

* To be provided by amendment

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

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> 67

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 relating to each separate leveraged
lease transaction.*

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 _________________________________________,
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.**

8(c) -- Tax Opinion of ____________________________, counsel for the
Pass Through Trustee.**

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> 68

EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
------- ------------------------
23(c) -- Consent of __________________________________________
(included in Exhibit 5(b) and 8(c)).**

23(d) -- 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.**
__________________________

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

** To be filed by amendment.

*** The computation for each of the five fiscal years ended December 31,
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> 69

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> 70

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 9th day of
August, 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 9th day of August, 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> 71

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 9th day of
August, 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 9th day of August, 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 1

Union Tank Car Company
and
Procor Limited

$123,100,000

Pass Through Certificates, Series 1995-A

Underwriting Agreement

New York, New York
September ___, 1995

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

Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020

Dear Ladies and Gentlemen:

Union Tank Car Company, a Delaware corporation ("Union"), and Procor
Limited, a Canadian corporation and an indirect wholly-owned subsidiary of
Union ("Procor" and, together with Union, the "Companies") propose to cause to
be sold to you $123,100,000 aggregate principal amount of Pass Through
Certificates, Series 1995-A1 and Pass Through Certificates, Series 1995-A2
(together with the guarantee of Union of the due and punctual distribution to
holders of such certificates of principal and interest payable in respect of
the Procor ETC (as hereinafter defined) to be endorsed on Pass Through
Certificates, Series 1995-A2, the "Union Guarantee"), with the interest rates
and final distribution dates as set forth in Schedule A hereto (the "Pass
Through Certificates"), in the respective aggregate principal amounts set forth
on Schedule B hereto, to be issued under (i) the Pass Through Trust Agreement
1995-A1, dated as of September ___, 1995 (the "Pass Through Trust Agreement
1995-A1"), between Union and ________________, as Pass Through Trustee (the
"Pass Through Trustee") and (ii) the Pass Through Trust Agreement 1995-A2,
dated as of September ___, 1995 (the "Pass Through Trust Agreement 1995-A2",
and together with the Pass Through Trust Agreement 1995-A1, the "Pass Through
Trust Agreements") among Union, Procor and the Pass Through Trustee,
respectively.
<PAGE> 2
The property to be purchased by the Pass Through Trustee under the
Pass Through Agreement 1995-A1 and contained in such trust shall consist of
$__________ principal amount Equipment Notes, Series A to be issued under the
Indentures. The property to be purchased by the Pass Through Trustee under the
Pass Through Trust Agreement 1995-A2 and contained in such trust shall consist
of (i) $________ principal amount Equipment Notes, Series B, (ii) an initial
$____________ principal amount Equipment Trust Certificate, Series 25 of Union
and a subsequent $___________ aggregate principal amount Equipment Trust
Certificate, Series 25 of Union (together with the guarantee of Union to be
endorsed thereon, the "Union ETCs") to be issued by Union pursuant to an
Equipment Trust Agreement, dated as of September ___, 1995, as may be amended
or supplemented from time to time (the "Union Equipment Trust Agreement"),
between Union and ________________, as trustee (the "Union Equipment Trust
Trustee"), and (iii) a $___________ principal amount Equipment Trust
Certificate, Series 25-Can of Procor (together with the guarantee of Procor
endorsed thereon, the "Procor ETC") to be issued by Procor pursuant to an
Equipment Trust Agreement, dated as of September __, 1995, as may be amended or
supplemented from time to time (the "Procor Equipment Trust Agreement", and
together with the Union Equipment Trust Agreement, the "Equipment Trust
Agreements"), between Procor and _________________, as trustee (the "Procor
Equipment Trust Trustee", and together with the Union Equipment Trust Trustee,
the "Equipment Trust Trustees").

All capitalized terms used, but not defined herein, shall have the
meanings attributed to them in the Pass Through Trust Agreements. All other
capitalized terms used herein shall, for the purposes hereof, have the meanings
attributed to them in this Agreement.

1. Representations and Warranties. The Companies represent and
warrant to, and agree with you, that:

(a) The Companies meet the requirements for use of Form
S-3 under the Securities Act of 1933, as amended (the "Act"), and have
filed with the Securities and Exchange Commission (the "Commission") a
registration statement (file number 33-______) on such Form, including
a related Preliminary Prospectus (as hereinafter defined), for the
registration under the Act of the offering and sale of the Pass
Through Certificates. The Companies may have filed one or more
amendments thereto, including the related Preliminary Prospectus, each
of which has previously been furnished to you. The Companies will
next file with the Commission one of the following: (i) prior to
effectiveness of such registration statement, a further amendment to
such registration statement, including the form of final prospectus or
(ii) a final prospectus in accordance with Rules 430A and 424(b)(1) or
(4) under the Act. In the case of clause (ii), the Companies have
included in such registration statement, as amended at the Effective
Date (as hereinafter defined) all information

- 2 -
<PAGE> 3
(other than Rule 430A Information (as hereinafter defined)) required
by the Act and the rules thereunder to be included in the Prospectus
(as hereinafter defined) with respect to the Pass Through Certificates
and the offering thereof. As filed, such amendment and form of final
prospectus, or such final prospectus, shall contain all Rule 430A
Information, together with all other such required information, with
respect to the Pass Through Certificates and the offering thereof and,
except to the extent you shall agree in writing to a modification,
shall be in all substantive respects in the form furnished to you
prior to the Execution Time (as hereinafter defined) or, to the extent
not completed at the Execution Time, shall contain only such specific
additional information and other changes (beyond that contained in the
latest Preliminary Prospectus) as the Companies have advised you,
prior to the Execution Time, will be included or made therein.

(b) On the Effective Date (as hereinafter defined), the
Registration Statement did or will, and when the Prospectus is first
filed (if required) in accordance with Rule 424(b) and on the Closing
Date (as hereinafter defined), the Prospectus (as hereinafter defined)
(and any supplements thereto) will, comply in all material respects
with the applicable requirements of the Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
respective rules and regulations thereunder; on the Effective Date,
the Registration Statement (as hereinafter defined) did not or will
not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order
to make the statements therein not misleading; on the Effective Date
and on the Closing Date (as hereinafter defined), the Pass Through
Trust Agreements did or will comply in all material respects with the
requirements of the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the rules thereunder; and, on the
Effective Date, the Prospectus, if not filed pursuant to Rule 424(b),
did not or will not, and on the date of any filing pursuant to Rule
424(b) and on the Closing Date, the Prospectus (together with any
supplement thereto) will not, include any untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that the
Companies make no representations or warranties as to (i) that part of
the Registration Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the Trust Indenture Act
of the Pass Through Trustee and (ii) the information contained in or
omitted from the Registration Statement or the Prospectus (or any
supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by you specifically
for use in connection with the preparation of the Registration
Statement or the Prospectus (or any supplement thereto).

(c) The terms which follow, when used in this Agreement,
shall have the meanings indicated. The term "Effective Date" shall
mean each date that the Registration Statement and any post-effective
amendment or amendments thereto

- 3 -
<PAGE> 4
became or becomes effective. "Execution Time" shall mean the date and
time that this Agreement is executed and delivered by the parties
hereto. "Preliminary Prospectus" shall mean any preliminary
prospectus referred to in paragraph (a) above, and any preliminary
prospectus included in the Registration Statement at the Effective
Date that omits Rule 430A Information. "Prospectus" shall mean the
prospectus relating to the Pass Through Certificates that is first
filed pursuant to Rule 424(b) after the Execution Time or, if no
filing pursuant to Rule 242(b) is required, shall mean the form of
final prospectus relating to the Pass Through Certificates included in
the Registration Statement at the Effective Date. "Registration
Statement" shall mean the registration statement referred to in
paragraph (a) above, including incorporated documents, exhibits and
financial statements, as amended at the Execution Time (or, if not
effective at the Execution Time, in the form in which it shall become
effective) and, in the event any post-effective amendment thereto
becomes effective prior to the Closing Date (as hereinafter defined),
shall also mean such registration statement as so amended. Such term
shall include any Rule 430A Information deemed to be included therein
at the Effective Date as provided by Rule 430A. "Rule 424", "Rule
430A" and "Regulation S-K" refer to such rules or regulation under the
Act. "Rule 430A Information" means information with respect to the
Pass Through Certificates and the offering thereof permitted to be
omitted from the Registration Statement when it becomes effective
pursuant to Rule 430A. Any reference herein to the Registration
Statement, a Preliminary Prospectus or the Prospectus shall be deemed
to refer to and include the documents incorporated by reference
therein pursuant to Item 12 of Form S-3 which were filed under the
Exchange Act on or before the Effective Date or the issue date of such
Preliminary Prospectus or the Prospectus, as the case may be; and any
reference herein to the terms "amend", "amendment" or "supplement"
with respect to the Registration Statement, any Preliminary Prospectus
or the Prospectus shall be deemed to refer to and include the filing
of any document under the Exchange Act after the Effective Date of the
Registration Statement, or, the issue date of any Preliminary
Prospectus or the Prospectus, as the case may be, deemed to be
incorporated therein by reference.

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

(e) The documents incorporated by reference in the
Prospectus, at the time they were or hereafter are filed with the
Commission, complied and will comply in all

- 4 -
<PAGE> 5
material respects with the requirements of the Exchange Act, and the
rules and regulations thereunder.

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

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

(h) The execution and delivery by Union or Procor, as the
case may be, of this Agreement, the Participation Agreements, the Pass
Through Trust Agreements, the Leases, the Equipment Trust Agreements
and the other Operative Agreements to which Union or Procor, as the
case may be, is, or is to be, a party, the consummation by the
Companies of the transactions herein and therein contemplated, and the
compliance by the Companies with the terms hereof and thereof do not
and will not conflict with, or result in a breach of any of the terms
or provisions of, or constitute a default under, the Certificate of
Incorporation or by-laws, as amended, of Union, or the corporate
charter or by-laws, as amended, of Procor, or any of their respective
subsidiaries or any material indenture, mortgage, or other agreement
or instrument to which the Companies or any of their respective
subsidiaries is a party or by which any of their respective properties
are bound, or any applicable law, rule, regulation, judgment, order or
decree of any government, governmental instrumentality or court,
domestic or foreign, having jurisdiction over the Companies or any of
their respective subsidiaries or any of their respective properties;
and, assuming due authorization, execution and delivery by all parties
thereto other than the Companies, no consent, approval, authorization,
order or license of, or filing with or notice to any government,
governmental instrumentality, regulatory body or authority or court,
domestic or foreign, is required for the valid authorization, issuance
and delivery of the Pass Through Certificates, the ETCs and the
Equipment Notes, the valid authorization, execution, delivery and
performance by Union and

- 5 -
<PAGE> 6
Procor, as the case may be, of this Agreement, the Participation
Agreements, the Pass Through Trust Agreements, the Equipment Trust
Agreements and the Leases and other Operative Agreements to which
Union or Procor, as the case may be, is, or is to be, a party, or the
consummation by the Companies of the transactions contemplated by this
Agreement, the Participation Agreement, the Pass Through Trust
Agreements, the Equipment Trust Agreements and the Lease and other
Operative Agreements to which Union or Procor, as the case may be, is,
or is to be, a party, except (w) such as are required under the Act,
the Trust Indenture Act and the securities or Blue Sky laws of the
various states, (x) such filings, recordings or registrations with the
Interstate Commerce Commission (the "ICC") and under Section 90 of the
Railway Act of Canada as may be required, (y) the filing of Uniform
Commercial Code financing statements in various jurisdictions and the
filing of continuation statements with respect thereto required to be
filed at periodic intervals under the Uniform Commercial Code and (z)
such other filings, recordings or registrations as may be required
under the Operative Agreements.

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

(j) Ernst & Young LLP ("Ernst & Young"), who reported on
the consolidated financial statements of Union as of December 31, 1994
and for the year then ended, which statements are incorporated by
reference in the Registration Statement and Prospectus, were, as of
the date of its report on such consolidated financial statements,
independent auditors as required by the Act and the rules and
regulations thereunder.

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

- 6 -
<PAGE> 7
Through Trust Agreements and will constitute valid and binding
obligations of the Pass Through Trustee; and the holders thereof will
be entitled to the benefits of the Pass Through Trust Agreements.

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

2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Company
agrees to request the Pass Through Trustee to sell to each of you, in the
respective aggregate principal amounts set forth on Schedule B hereto, and each
of you severally, not jointly, agrees to purchase from the Pass Through
Trustee, at a purchase price of 100% of the principal amount thereof, the
respective aggregate principal amounts of Pass Through Certificates set forth
on such Schedule B.

As compensation to each of you for its commitment and obligations
hereunder in respect of the Pass Through Certificates, including its
undertaking to distribute the Pass Through Certificates, the Owner Trustee has,
[pursuant to Section 2.5 of the Participation Agreement], undertaken to pay, or
if the Owner Trustee does not pay when due, Union will pay when due, to you an
amount equal to .625% of the original principal amount of the Pass Through
Certificates purchased by you. Such payment shall be made simultaneously with
the payment by you to the Pass Through Trustee of the purchase price of the
Pass Through Certificates as specified in Section 3 hereof. Payment of such
compensation shall be made by Federal funds check or other immediately
available funds to the order of Salomon Brothers Inc.

3. Delivery and Payment. Delivery of and payment for the Pass
Through Certificates shall be made at the offices of Neal Gerber & Eisenberg,
Two North La Salle Street, Chicago, Illinois, at 10:00 a.m. C.S.T., on
September ___, 1995 or such later date and time (not later than September ___,
1995) as the Companies and you shall determine (such date and time of delivery
and payment for the Pass Through Certificates being herein called the "Closing
Date"). Delivery of the Pass Through Certificates shall be made to your
account at The Depository Trust Company against payment by you of the purchase
price thereof to or upon the order of the Pass Through Trustee by Federal funds
check or other immediately available funds. The Pass Through Certificates
shall be registered in such names and in such denominations as you may request
not less than three full business days in advance of the Closing Date or such
other date as may be agreed upon.

- 7 -
<PAGE> 8
The Companies agree to have the Pass Through Certificates available
for inspection, checking and packaging by you in New York City, not later than
1:00 p.m. (New York City time) on the business day prior to the Closing Date.

4. Offering by Salomon Brothers Inc. and Morgan Stanley & Co.
Incorporated. It is understood that, after the Registration Statement becomes
effective, each of you propose to offer the Pass Through Certificates for sale
to the public as set forth in the Prospectus.

5. Agreements. The Companies agree with you that:

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

(b) If, at any time when a prospectus relating to the
Pass Through Certificates is required to be delivered under the Act,
any event occurs as a result of which the Prospectus as then
supplemented would include any untrue statement of a

- 8 -
<PAGE> 9
material fact or omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, or if it shall be necessary to amend the
Registration Statement or supplement the Prospectus to comply with the
Act or the Exchange Act or the respective rules and regulations
thereunder, the Companies promptly will prepare and file with the
Commission, subject to paragraph (a) of this Section 5, an amendment
or supplement which will correct such statement or omission or an
amendment which will effect such compliance.

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

(d) The Companies will furnish to you and your counsel,
without charge, signed copies of the Registration Statement (including
exhibits thereto) and, so long as delivery of a prospectus by you or a
dealer may be required by the Act, as many copies of each Preliminary
Prospectus and the Prospectus and any amendments thereof and
supplements thereto as you may reasonably request. [Subject to the
provisions of Sections 2.5 and 2.6 of the Participation Agreement,]
the Companies will pay the expenses of printing all documents relating
to the offering.

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

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

(g) The Companies confirm as of the date hereof that each
is in compliance with all provisions of Section 1 of Laws of Florida,
Chapter 92-198, An Act Relating to Disclosure of Doing Business with
Cuba, and the Companies further agree that if either Union or Procor
commences engaging in business with the government of Cuba or with any
person or affiliate located in Cuba after the date the Registration
Statement becomes or has become effective with the Commission or with
the Florida Department of Banking and Finance (the "Department"),
whichever date is later, or if

- 9 -
<PAGE> 10
the information reported in the Prospectus, if any, concerning Union's
or Procor's business with Cuba or with any person or affiliate located
in Cuba changes in any material way, the Companies will provide the
Department notice of such business or change, as appropriate, in a
form acceptable to the Department.

6. Conditions to the Obligations of Salomon Brothers Inc and
Morgan Stanley & Co. Incorporated. Your obligation to purchase the Pass
Through Certificates shall be subject to the accuracy of the representations
and warranties on the part of the Companies contained herein as of the
Execution Time and the Closing Date, to the accuracy of the statements of the
Companies made in any certificates delivered pursuant to the provisions hereof,
to the performance by the Companies of their obligations hereunder and to the
following additional conditions:

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

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

(i) Each of Union and its Significant Subsidiaries
(including Procor) has been duly incorporated and is validly
existing as a corporation in good standing under the laws of
the jurisdiction in which it is chartered or organized, with
full corporate power and authority to own its properties and
conduct its business as described in the Prospectus, and is
duly qualified to do business as a foreign corporation and is
in good standing under the laws of

__________________________________

*/ Certain opinions subject to the identity and jurisdiction of a
particular trustee.

- 10 -
<PAGE> 11
each jurisdiction which requires such qualification wherein it
owns or leases material properties or conducts material
business, except in such jurisdictions in which the failure to
so qualify would not have a material adverse effect on Union
and its subsidiaries, taken as a whole.

(ii) all the outstanding shares of capital stock of
Procor have been duly and validly authorized and issued and
are fully paid and nonassessable, and, all such capital stock
of Procor is owned by Union, either directly or through wholly
owned subsidiaries, free and clear of any perfected security
interest and, to the knowledge of such counsel, after due
inquiry, any other security interest, claims, liens or
encumbrances.

(iii) each of Union and Procor has the corporate
power and authority under the laws of the jurisdiction in
which it is chartered or organized to perform its obligations
hereunder and under the Participation Agreements, the Pass
Through Trust Agreements, the Equipment Trust Agreements, the
Leases and the other Operative Agreements to which Union or
Procor, as the case may be, is, or is to be, a party;

(iv) subject to the limitations and qualifications
set forth in clause (xvi) of this Section 6(b), assuming that
the Pass Through Certificates have been duly authorized and
validly executed, authenticated, issued and delivered by the
Pass Through Trustee pursuant to the Pass Through Trust
Agreements, the holders of such Pass Through Certificates are
entitled to the benefits of the Pass Through Trust Agreements;

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

(vi) no authorization, approval, consent, order or
license of or filing with or notice to any government,
governmental instrumentality, regulatory body or authority or
court is required for the valid authorization, execution,
delivery and performance by the Companies of this Agreement,
the Participation Agreements, the Pass Through Trust
Agreements, the Equipment Trust Agreements, the Leases and the
other Operative Agreements to which Union or Procor, as the
case may be, is, or is to be, a party, or the consummation by
Union or Procor, as the case may be, of the transactions
contemplated by this Agreement, the Participation Agreements,
the Pass Through Trust Agreements, the Equipment Trust
Agreements, the Leases and the other Operative Agreements to
which Union or Procor, as the case may be, is, or is to be, a
party, except (w) such as are required under the Securities

- 11 -
<PAGE> 12
Act, the Trust Indenture Act and the securities or Blue Sky
laws of the various states, (x) such filings, recordings or
registrations with the ICC and under Section 90 of the Railway
Act of Canada as may be required, (y) the filing of Uniform
Commercial Code financing statements in various jurisdictions
and the filing of continuation statements with respect thereto
required to be filed at periodic intervals under the Uniform
Commercial Code and (z) such other filings, recordings or
registrations as may be required under the Operative
Agreements;

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

(viii) the Registration Statement has become
effective under the Act; any required filing of the
Prospectus, and any supplements thereto, pursuant to Rule
424(b) has been made in the manner and within the time period
required by Rule 424(b); the Pass Through Trust Agreements
have become qualified under the Trust Indenture Act; to the
knowledge of such counsel, no stop order suspending the
effectiveness of the Registration Statement has been issued,
no proceedings for that purpose have been instituted or
threatened, and the Registration Statement, the Prospectus and
each amendment thereof or supplement thereto (other than the
financial statements and related schedules and other financial
and statistical information, including the notes thereto,
included or incorporated by reference therein as to which such
counsel need express no opinion) comply as to form in all
material respects with the applicable requirements of the Act
and the Exchange Act and the respective rules and regulations
thereunder; the Pass Through Trust Agreements and the
Statement of Eligibility and Qualification of the Pass Through
Trustee on Form T-1 comply as to form in all material respects
with the requirements of the Trust Indenture Act and the rules
and regulations thereunder; and each document filed pursuant
to the Exchange Act and incorporated by reference in the
Prospectus (except for the financial statements, including the
notes thereto, and related schedules and other financial and
statistical information included or incorporated by reference
therein, as to which such counsel need express no opinion)
appeared on its face, as of its respective filing date, to
comply as to form in all material respects with the
requirements of the Exchange Act and the rules and regulations
thereunder;

- 12 -
<PAGE> 13
(ix) title to the equipment to be subjected to the
Leases will, when such equipment shall have been transferred
to the Owner Trustee as provided in the Participation
Agreements, be validly vested in the Owner Trustee, subject to
no liens or encumbrances of record at the ICC;

(x) other than rights of the Companies under the
respective Equipment Trust Agreements, title to the equipment
to be subjected to the Equipment Trust Agreements will, when
such equipment shall have been transferred to the Equipment
Trust Trustees as provided in the respected Equipment Trust
Agreements, be validly vested in the Equipment Trust Trustees;
the Equipment Trust Agreements have been duly filed and
recorded with the ICC and the Registrar General of Canada and
such equipment is subject to no liens or encumbrances of
record at the ICC and the Registrar General of Canada;

(xi) this Agreement, the Pass Through Trust
Agreements, the Participation Agreements, the Equipment Trust
Agreements, the Leases, and all the other Operative Agreements
to which Union or Procor is, or is to be, a party have been
duly authorized and, on the Closing Date, assuming due
authorization, execution and delivery by the parties thereto
other than Union or Procor, as the case may be, upon execution
and delivery by Union or Procor, as the case may be, will be
valid and binding obligations of Union or Procor, as the case
may be, enforceable against Union or Procor, as the case may
be, in accordance with their respective terms, except (i) as
may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting enforcement of
creditors' rights generally and by general principles of
equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), (ii) in the case of the
Leases, as limited by applicable laws which may affect the
remedies provided in the Leases, which laws, however, do not
in such counsel's opinion make the remedies provided in the
Leases inadequate for the practical realization of the rights
and benefits provided thereby and (iii) in the case of this
Agreement, as to provisions relating to indemnification or
contribution for liabilities arising under the Act, as to
which such counsel need express no opinion;

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

(xiii) the execution and delivery by the Companies
of this Agreement, the Participation Agreements, the Pass
Through Trust Agreements, the Equipment Trust Agreements, the
Leases and the other Operative Agreements

- 13 -
<PAGE> 14
to which Union or Procor, as the case may be, is, or is to be,
a party, the consummation by the Companies of the transactions
herein and therein contemplated and in the manner herein and
therein contemplated and compliance by the Companies with the
terms hereof and thereof, do not and will not conflict with,
or result in a breach by the Companies of, any of the terms or
provisions of, or constitute a default under, any material
indenture or other agreement or instrument known to such
counsel to which the Company is a party or by which the
Company is bound, or any law, rule, regulation, judgment or
order known to such counsel to be applicable to the Company of
any court, regulatory body, administrative agency, government
or governmental body having jurisdiction over the Company,
except that such counsel need express no opinion or belief as
to the accuracy or completeness of the Registration Statement
or Prospectus except for the opinions expressed in clauses
(iv), (x), and (xii) (except that such counsel need not
express any opinion as to any violation of any such law, rule
or regulation, judgment or order (a) which does not materially
affect the validity of the Equipment Notes, the ETCs or the
Pass Through Certificates or (b) which reflects conclusions
based on misrepresentations to, concealment of information
from or other fraudulent acts perpetrated on such counsel);

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

(xv) neither Union nor Procor is an "investment
company" or a company "controlled" by an "investment company"
within the meaning of the Investment Company Act of 1940, as
amended;

(xvi) on the Closing Date, assuming due
authorization, execution, issuance and delivery of the ETCs by
their respective Equipment Trust Trustees as contemplated by
the related Equipment Trust Agreement, and assuming due
authorization, execution, issuance and delivery of the
Equipment Notes by the Owner Trustee as contemplated by the
Indentures, and due authentication of such ETCs by the
respective Equipment Trust Trustee and of such Equipment Notes
by the Indenture Trustee, each of the ETCs and the Equipment
Notes when issued will constitute valid and binding
obligations of such Equipment Trust Trustee and the Owner
Trustee, respectively, enforceable against such Equipment
Trust Trustee and the Owner Trustee, respectively, in
accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting enforcement of creditors' rights
generally and by general principles

- 14 -
<PAGE> 15
of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law); and the holders of the ETCs
will be entitled to the benefits of the respective Equipment
Trust Agreement, and the holders of the Equipment Notes will
be entitled to the benefits of the Indenture;

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

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

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

(xx) assuming due authorization, execution and
delivery of the Indentures by the parties thereto, the
Indentures will subject the Indenture Estates covered by the
Indentures to the security interests created thereby;

(xxi) there are no taxes, fees or other governmental
charges payable under the laws of the State of [Illinois] or
any political subdivision thereof in connection with the
execution and delivery by the Pass Through Trustee, in its
individual capacity or as Pass Through Trustee, the Equipment
Trust Trustee or Indenture Trustee, as the case may be, of the
Participation Agreements, the Pass Through Trust Agreements,
the Equipment Trust Agreements and the Operative Agreements,
as the case may be, or in connection with the issuance,
execution and delivery of the Pass Through Certificates by the
Pass Through Trustee pursuant to the Pass Through Trust
Agreements or the issuance, authentication or delivery of the
ETCs and the Equipment Notes;

- 15 -
<PAGE> 16
(xxii) neither the trusts created by the Pass
Through Trust Agreements, the Equipment Trust Agreements, the
Indenture Estates nor the Pass Through Trustee (either in its
individual capacity or as Pass Through Trustee), nor their
respective Affiliates, successors or assigns, will be subject
to any tax (including, without limitation, net or gross
income, tangible or intangible property, net worth, capital,
franchise or doing business tax), fee or other governmental
charge under the laws of the State of [___________] or any
political subdivision thereof (other than taxes imposed on the
fees received by the Pass Through Trustee for acting as Pass
Through Trustee under the Pass Through Trust Agreements).
Certificate Owners who are not residents of or otherwise
subject to tax in the State of [__________] 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
[__________] or any political subdivision thereof as a result
of purchasing, holding (including receiving payments with
respect to) or selling a Certificate. There are no applicable
taxes under the laws of the State of [_________] or any
political subdivision thereof upon or with respect to (a) the
construction, mortgaging, financing, refinancing, purchase,
acquisition, acceptance, rejection, delivery, nondelivery,
transport, location, ownership, insurance, control, assembly,
possession, repossession, operation, use, condition,
maintenance, repair, sale, return, abandonment, replacement,
preparation, installation, storage, redelivery, manufacture,
leasing, subleasing, modification, rebuilding, importation,
transfer of title, transfer of registration, exportation or
other application or disposition of the Equipment or any
interest in any thereof, (b) payments of Rent or the receipts,
income or earnings arising therefrom or received with respect
to the Equipment or any interest in any thereof or payable
pursuant to the Leases, (c) any amount paid or payable
pursuant to any Operative Agreement, (d) the Equipment or any
interest therein or the applicability of the Leases to the
Equipment or any interest thereof, (e) any or all of the
Operative Agreements, any or all of the ETCs or the Equipment
Notes or any interest in any or all thereof or the offering,
registration, reregistration, issuance, acquisition,
modification, assumption, reissuance, refinancing or refunding
or any or all thereof, and any other documents contemplated
hereby or thereby and amendments and supplements hereto and
thereto, (f) the payment of the principal of, or interest or
premium on, or other amounts payable with respect to, any or
all of the ETCs or the Equipment Notes, whether as originally
issued or pursuant to any refinancing, refunding, assumption,
modification, or reissuance, or any other obligation
evidencing any loan in replacement of the loan evidenced by
any or all of the ETCs or the Equipment Notes, (g) the
property, or the income, earnings, receipts or other proceeds
received with respect to the property, held by the Indenture
Trustee under the Indenture or held by the Equipment Trust
Trustees

- 16 -
<PAGE> 17
under the respective Equipment Trust Agreements or (h)
otherwise with respect to or in connection with the
transactions contemplated by the Operative Agreements, which
would not have been imposed if the Indenture Trustee or the
Equipment Trust Trustees had not had their principal place of
business in, had not performed (either in its individual
capacity or as Indenture Trustee) any or all of their
administrative duties under the Operative Agreements in, and
had not engaged in any activities unrelated to the
transactions contemplated by the Operative Agreements in, the
State of [__________];

(xxiii) the Union Guarantee contained in the Pass
Through Agreement 1995-A2 and endorsed on such Pass Through
Certificates has been duly authorized, executed and delivered
by Union and assuming the due authorization, execution and
delivery of the Pass Through Trust Agreement 1995-A2 and the
due authentication of such Pass Through Certificates by the
Pass Through Trustee, constitutes a valid and binding
obligation of Union, enforceable against Union in accordance
with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws
affecting enforcement of creditors' rights generally and by
general principals of equity (regardless of whether
enforcement is considered in a proceeding in equity or at
law); and

(xxiv) neither the Union Equipment Trust Agreement
can be terminated by Union nor the Procor Equipment Trust
Agreement can be terminated by Procor so long as the Union ETC
and the Procor ETC, respectively, are outstanding.

In passing on the form of the Registration Statement and the
Prospectus and each amendment and supplement thereof, such counsel may
state that it has not independently verified the accuracy,
completeness or fairness of the statements made or included therein
and takes no responsibility therefor and that such opinion is based
upon such counsel's examination of the Registration Statement, the
Prospectus as amended or supplemented, its activities in connection
with the preparation thereof and its participation in conferences with
certain officers and employees of Union, Procor and their respective
subsidiaries and with representatives of Ernst & Young and any others
referred to in such opinion, and subject to the same qualifications,
such counsel may also state that, although they are not passing upon,
and do not assume any responsibility for, the accuracy, completeness
or fairness of the statements contained in the Registration Statement
and Prospectus and have not made any independent check or verification
thereof, nothing has come to their attention in their examination of
the Registration Statement, their participation in the preparation
thereof and participation in the above-referenced conferences that
has caused them to believe that the Registration Statement, at the
time it became effective, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated

- 17 -
<PAGE> 18
therein or necessary to make the statements therein not misleading, or
the Prospectus, as of its date and as of the Closing Date, contained
an untrue statement of a material fact or omitted to state a material
fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. In
rendering such opinion, such counsel may state that it expresses no
opinion as to the laws of any jurisdiction other than the State of
Illinois, the General Corporation Law of the State of Delaware and the
Federal law of the United States of America and may rely (A) as to
matters involving the application of (x) laws of Canada or its
Provinces and (y) laws, rules and regulations with respect to the ICC
to the extent deemed proper and specified in such opinion, upon the
opinion of other counsel of good standing whom such counsel believes
to be reliable and who are satisfactory to you and your counsel; and
(B) as to matters of fact, to the extent deemed proper, on
certificates of responsible officers of the Company and public
officials, and may assume for purposes of its opinion with respect to
this Agreement set forth in Section 6(b)(xi) that the laws of the
State of New York are identical to the laws of the State of Illinois.

(c) The Companies shall have furnished to you and the
Rating Agencies if requested by you, the opinion of Olser, Hoskin &
Harcourt, special Canadian counsel to Procor, as to Canadian law
matters, to the effect that

(i) the payment by Procor of interest and principal
on the Procor ETC to the Pass Through Trustee will be exempt
from Canadian withholding tax; the payment by the Pass Through
Trustee of interest and principal on the Pass Through
Certificate, Series 1995-A2 to a holder thereof will be exempt
from Canadian withholding tax for a holder who is a
non-resident of Canada and with whom Procor deals at arm's
length within the meaning of the Income Tax Act (Canada) (the
"Tax Act") at the time of making the payment; and

(ii) 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; 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 Pass Through Certificates, Series 1995-A2,
or the receipt of interest thereon by holders who are
non-residents of Canada for the purposes of the Tax Act at any
time during which they hold Securities and who do not use or
hold and are not deemed by such laws to use or hold the Pass
Through Certificates, Series 1995-A2 in carrying on business
in Canada for the purposes of the Tax Act, except that in
certain circumstances holders who are non-resident insurers
carrying on an insurance business in Canada and elsewhere may
be subject to such taxes. In rendering such opinion, such
counsel may state that it expresses no opinion as to the laws
of any jurisdiction other than Canada or its Provinces.

- 18 -
<PAGE> 19
(d) You shall have received from counsel for the Pass
Through, individually, as Pass Through Trustee, Equipment Trust
Trustee and Indenture Trustee, an opinion, dated the Closing Date, in
form and substance reasonably satisfactory to you and Mayer, Brown &
Platt, your special counsel to the effect that:

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

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

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

(iv) the authorization, execution, delivery and
performance by [ ] (in its individual capacity, to the
extent provided therein), the Pass Through Trustee, the
Equipment Trust Trustee or the Indenture Trustee, as the case
may be, of the Indentures, the Participation Agreements, the
Equipment Trust Agreements, the Pass Through Trust Agreements
and the other Operative

- 19 -
<PAGE> 20
Agreements to which it is or will be party and the
consummation of the transactions therein contemplated and
compliance with the terms thereof and issuance of the Pass
Through Certificates thereunder do not and will not result in
the violation of the provisions of the Articles of Association
or By-Laws of [ ], and do not and will not
conflict with, or result in a breach of any terms or
provisions of, or constitute a default under, or result in the
creation or the imposition of any lien, charge or encumbrance
upon any property or assets of [ ], the Pass
Through Trustee, the Equipment Trust Trustee or the Indenture
Trustee, as the case may be, under any indenture, mortgage or
other agreement or instrument known to such counsel to which
the Pass Through Trustee, the Equipment Trust Trustee or the
Indenture Trustee, as the case may be, is a party or by which
it or any of its property is bound, or any Illinois or Federal
law, rule or regulation governing [ ], the Pass Through
Trustee's, the Equipment Trust Trustee's or the Indenture
Trustee's banking or trust powers, or of any judgment, order
of decree known to such counsel to be applicable to [
], the Pass Through Trustee, the Equipment Trust Trustee or
the Indenture Trustee, as the case may be, of any court,
regulatory body, administrative agency, government or
governmental body having jurisdiction over [ ], the
Pass Through Trustee, the Equipment Trust Trustee or the
Indenture Trustee or its properties;

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

(vi) there are no taxes, fees or other governmental
charges payable under the laws of the State of [ ] or
any political subdivision thereof in connection with the
execution and delivery by [ ], as Pass Through
Trustee, of the Pass Through Agreements and the other
Operative Agreements

- 20 -
<PAGE> 21
or in connection with the authentication and delivery of the
Pass Through Certificates pursuant to the Pass Through
Agreements.

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

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

(f) You shall have been furnished with a certificate of
each of the Companies, signed by the President or any Vice President
and the principal financial officers of each of the Companies,
respectively, each dated the Closing Date, to the effect that the
signers of such certificates have carefully examined the Registration
Statement, the Prospectus and this Agreement and that:

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

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

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

- 21 -
<PAGE> 22
(g) The representations and warranties of each of the
Companies contained in the Equipment Trust Agreements, the
Participation Agreements, the Leases and the other Operative
Agreements to which it is a party shall be true and correct in all
material respects on and as of the Closing Date with the same effect
as though such representations and warranties had been made on and as
of such date, and each of the Companies shall have delivered to you a
certificate, each dated the Closing Date, signed in each case by its
President or any Vice President and its principal financial or
accounting officer to the effect that the signers of such certificate
have carefully examined the Equipment Trust Agreements, the
Participation Agreement, the Leases and the other Operative Agreements
to which it is a party, the Registration Statement, the Preliminary
Prospectus and the Prospectus and that:

(i) the representations and warranties of such
Company in the Equipment Trust Agreements, Participation
Agreements, the Leases and the other Operative Agreements to
which it is a party are true and correct in all material
respects on and as of the Closing Date as if made on and as of
the Closing Date;

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

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

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

(i) they are independent auditors within the meaning
of the Act and the applicable published rules and regulations
thereunder and stating in effect that in their opinion the
audited consolidated financial statements and schedules
thereto incorporated by reference in the Registration
Statement and the Prospectus and reported on by them comply as
to form in all material respects with the applicable
accounting requirements of the Act and the applicable
published rules and regulations thereunder with respect to
registration statements on Form S-3; and that nothing came to
their attention which caused

- 22 -
<PAGE> 23
them to believe that the amounts under the caption "Selected
Financial Information" for each of the five years ended
December 31, 1994 included in the Registration Statement and
the Prospectus, do not agree with the corresponding amounts in
the audited financial statements from which such amounts were
derived; and as to the periods for which it served as Union's
independent auditor, such financial statements were covered by
unqualified reports issued by them; and

(ii) they have performed certain other specified
procedures as a result of which they determined that certain
information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical
information derived from the general accounting records of
Union) set forth in the Registration Statement and the
Prospectus, including the information set forth under the
captions "Selected Financial Information", and in Exhibit 12
to the Registration Statement agrees with the accounting
records and schedules of the Company and its subsidiaries,
excluding any questions of legal interpretation.

(i) In addition, Ernst & Young shall have furnished to
you a letter or letters, dated, respectively, as of the Execution Time
and as of the Closing Date, in form and substance satisfactory to you,
to the effect that on the basis of a reading of the unaudited
condensed financial statements of Union contained in the Company's
Quarterly Reports on Form 10-Q for the quarters ended [June 30, 1995
and June 30, 1994] incorporated by reference in the Registration
Statement, the amounts set forth under the captions "Selected
Financial Information" and "Capitalization" included in the
Registration Statement and the Prospectus and of the latest unaudited
consolidated financial statements made available to them by Union and
its subsidiaries; carrying out certain specified procedures (but not
an audit in accordance with generally accepted auditing standards)
which would not necessarily reveal matters of significance with
respect to the comments set forth in such letter; a reading of the
minutes of the meetings of the stockholders, directors and executive
committees of Union and its subsidiaries; and inquiries of certain
officials of Union who have responsibility for financial and
accounting matters of Union and its subsidiaries as to transactions
and events subsequent to June 30, 1995 nothing came to their attention
which caused them to believe that (A) the unaudited consolidated
financial statements of Union incorporated by reference in the
Registration Statement do not comply as to form in all material
respects with the applicable accounting requirements of the Act and
the Exchange Act and the rules and regulations thereunder as they
apply to Form 10-Q or are not presented in conformity with generally
accepted accounting principles applied on a basis substantially
consistent with that of the audited consolidated financial statements
of Union incorporated by reference in the Registration Statement, and
(B) with respect to the period subsequent to June 30, 1995, there were
any changes, at a specified date not more than five business days
prior to the date of the

- 23 -
<PAGE> 24
letter, in the borrowed debt of the Company and its subsidiaries or
capital stock of Union or decreases in the stockholder's equity of the
Company and its subsidiaries as compared with the amounts shown on the
June 30, 1995, unaudited consolidated balance sheet data included in
"Selected Financial Information" in the Registration Statement and the
Prospectus, or for the period from June 30, 1995 to such specified
date, there were any decreases, as compared with the corresponding
period in the preceding year, in total revenues from net sales and
services, or in income before income taxes or net income, of Union and
its subsidiaries, except in all instances for changes or decreases set
forth in such letter, in which case the letter shall be accompanied by
an explanation by Union as to the significance thereof unless said
explanation is not deemed necessary by you.

References to the Prospectus in paragraphs (h) and (i) include any
supplement thereto at the date of the letter.

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

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

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

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

- 24 -
<PAGE> 25
7. Reimbursement of the Underwriter's Expenses. If the sale of
the Pass Through Certificates provided for herein is not consummated because
any condition to your obligation set forth in Section 6 hereof is not
satisfied, because of any termination pursuant to Section 9 hereof or because
of any refusal, inability or failure on the part of the Companies to perform
any agreement herein or comply with any provision hereof other than by reason
of a default by you, the Companies will reimburse you upon demand for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by you in connection with the proposed purchase
and sale of the Pass Through Certificates.

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

(b) You severally (and not jointly) agree to indemnify and hold
harmless each of the Companies, each of their respective directors, each of
their respective officers who signs

- 25 -
<PAGE> 26
the Registration Statement, and each person who controls the Companies within
the meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from Union to you, but only with reference to written
information relating to you furnished to the Companies by or on behalf of you
specifically for use in preparation of the documents referred to in clause (a)
of this Section 8. This indemnity agreement will be in addition to any
liability which you may otherwise have. The Companies acknowledge that the
statements set forth in the last paragraph of the cover page and under the
heading "Underwriting" in any Preliminary Prospectus and the Prospectus and the
stabilization language included on the inside front cover of any Preliminary
Prospectus and the Prospectus constitute the only information furnished in
writing by or on behalf of you for inclusion in any Preliminary Prospectus or
the Prospectus, and you confirm that such statements are correct.

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

- 26 -
<PAGE> 27
applicable, such liability shall be only in respect of the counsel referred to
in such clause (i) or (iii).

(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of
this Section 8 is due in accordance with its terms but is for any reason held
by a court to be unavailable from Union on grounds of policy or otherwise,
Union and you shall contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) to which Union and you may be
subject in such proportion so that each of you are responsible only for that
portion represented by the percentage that the aggregate underwriting
commission in respect of the Pass Through Certificates appearing on the cover
page of the Prospectus attributable to Pass Through Certificates sold by you
bears to the aggregate public offering price in respect of such Pass Through
Certificates appearing thereon and Union is responsible for the balance;
provided, however, that (y) in no case shall you be responsible for any amount
in excess of such respective underwriting commissions and (z) no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. For purposes of this Section 8, each person
who controls you within the meaning of the Act shall have the same rights to
contribution as you, and each person who controls the Companies within the
meaning of the Act, each officer of the Companies who shall have signed the
Registration Statement and each director of the Companies shall have the same
rights to contribution as the Companies, subject in each case to clauses (y)
and (z) of this paragraph (d). Any party entitled to contribution will,
promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contributions may
be made against another party or parties under this paragraph (d), notify such
party or parties from whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).

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

10. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Companies or their respective officers and of you set forth in or made
pursuant to this Agreement will remain in

- 27 -
<PAGE> 28
full force and effect, regardless of any investigation made by or on behalf of
you or the Companies or any of their respective officers, directors or
controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Pass Through Certificates. The provisions of Sections 7
and 8 hereof shall survive the termination or cancellation of this Agreement.

11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to you, will be mailed, delivered or
telegraphed and confirmed in the case of Solomon Brothers Inc at 7 World Trade
Center, New York, New York 10048, Attention: Legal Department; in the case of
Morgan Stanley & Co. Incorporated at 1251 Avenue of the Americas, New York, New
York 10020, Attention: Legal Department; or, if sent to the Companies, will
be mailed, delivered or telegraphed and confirmed to it at 225 West Washington
Street, Chicago, Illinois 60606, Attention: Secretary and to Procor at 2001
Speers Road, Oakville, Ontario, Canada L6J 5E1, Attention: President.

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

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

- 28 -
<PAGE> 29
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company and you.

Very truly yours,

Union Tank Car Company

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

Procor Limited

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

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

Salomon Brothers Inc

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

Morgan Stanley & Co. Incorporated

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

- 29 -
<PAGE> 30
Schedule A

<TABLE>
<CAPTION>
Pass Through Interest Rates Final Distribution
Certificate Dates
<S> <C> <C>
1995-A1
1995-A2
</TABLE>

- 30 -
<PAGE> 31
Schedule B

<TABLE>
<CAPTION>
Pass Through Certificate Pass Through Certificate
Series 1995 - A1 Series 1995 - A2
Aggregate Principal Aggregate Principal
Amount Amount
------------------------ ------------------------
<S> <C> <C>
Solomon Brothers Inc
Morgan Stanley & Co.
Incorporated
</TABLE>

- 31 -

<PAGE> 1

Exhibit 4(a)(1)

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

PASS THROUGH TRUST AGREEMENT 1995-A1

Dated as of September __, 1995

between

UNION TANK CAR COMPANY

and

[_________________________]
as Pass Through Trustee

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

$__________

Union Tank Car Company
1995-A1 Pass Through Trust
Pass Through Certificates,
Series 1995-A1

<PAGE> 2

TABLE OF CONTENTS TO PASS THROUGH TRUST AGREEMENT 1995-A1

Section Page
------- ----
ARTICLE I

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

ARTICLE II

ACQUISITION OF EQUIPMENT NOTES;
ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.1. Issuance of Certificates; Acquisition of Equipment Notes . . . . . . . . . . . . . . . . . . 13
SECTION 2.2. Declaration of Trust; Acceptance By Pass Through Trustee . . . . . . . . . . . . . . . . . . 16
SECTION 2.3. Limitation of Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.4. Sale of Equipment Notes Under Certain Circumstances . . . . . . . . . . . . . . . . . . . . 16

ARTICLE III

THE CERTIFICATES

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

ARTICLE IV

DISTRIBUTIONS; STATEMENTS TO
CERTIFICATEHOLDERS

SECTION 4.1. Certificate Account and Special Payments Account . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 4.2. Distribution from Certificate Account and Special
Payments Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 4.3. Statements to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
</TABLE>

-i-
<PAGE> 3

<TABLE>
<CAPTION>
Section Page
------- ----
<S> <C> <C>
SECTION 4.4. Investment of Special Payment Money . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

ARTICLE V

THE COMPANY

SECTION 5.1. Maintenance of Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 5.2. Consolidation, Merger or Sale of Assets Permitted . . . . . . . . . . . . . . . . . . . . 26

ARTICLE VI

DEFAULT

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

ARTICLE VII

THE PASS THROUGH TRUSTEE

SECTION 7.1. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 7.2. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 7.3. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 7.4. Not Responsible for Recitals or Issuance of Certificates . . . . . . . . . . . . . . . . . 33
SECTION 7.5. May Hold Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 7.6. Money Held in Pass Through Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 7.7. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 7.8. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 7.9. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . 36
SECTION 7.10. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 7.11. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . 38
SECTION 7.12. Maintenance of Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 7.13. Money for Certificate Payments to Be Held in Pass Through Trust . . . . . . . . . . . . . 39
SECTION 7.14. Registration of Equipment Notes in Pass Through Trustee's Name . . . . . . . . . . . . . . 40
</TABLE>

-ii-
<PAGE> 4

<TABLE>
<CAPTION>
Section Page
------- ----
<S> <C> <C>
SECTION 7.15. Representations and Warranties of Pass Through Trustee . . . . . . . . . . . . . . . . . . 40
SECTION 7.16. Withholding Taxes; Information Reporting . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 7.17. Trustee's Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.18. Preferential Collection of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

ARTICLE VIII

CERTIFICATEHOLDERS' LISTS AND REPORTS BY PASS THROUGH TRUSTEE

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

ARTICLE IX

SUPPLEMENTS TO PASS THROUGH TRUST AGREEMENT

SECTION 9.1. Supplements to Pass Through Trust Agreement Without
Consent of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 9.2. Supplements to Pass Through Trust Agreement with
Consent of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 9.3. Documents Affecting Immunity or Indemnity . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 9.4. Execution of Supplements to Pass Through Trust Agreements . . . . . . . . . . . . . . . . 45
SECTION 9.5. Effect of Supplements to Pass Through Trust Agreement . . . . . . . . . . . . . . . . . . 45
SECTION 9.6. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 9.7. Reference in Certificates to Supplements to
Pass Through Trust Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE X

AMENDMENTS TO INDENTURE AND NOTE DOCUMENTS

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

ARTICLE XI

TERMINATION OF TRUST

SECTION 11.1. Termination of the Pass Through Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 47
</TABLE>

-iii-
<PAGE> 5

<TABLE>
<CAPTION>
Section Page
------- ----
ARTICLE XII

MISCELLANEOUS PROVISIONS
<S> <C> <C>
SECTION 12.1. Limitation on Rights of Certificateholders . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 12.2. Certificates Nonassessable and Fully Paid . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 12.3. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 12.4. Communication by Certificateholder with Other Certificateholders . . . . . . . . . . . 49
SECTION 12.5. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.6. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.7. Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.8. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.9. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.10. Benefits of Pass Through Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.11. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 12.12. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

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

-iv-
<PAGE> 6

This PASS THROUGH TRUST AGREEMENT 1995-A1 dated as of September __, 1995,
is made with respect to the formation of the Union Tank Car Company 1995-A1
Pass Through Trust, between UNION TANK CAR COMPANY, a Delaware corporation
(the "Company"), and [_________________________], solely as Pass Through Trustee
and not in its individual capacity.

WITNESSETH:

WHEREAS, the Owner Trustees, on behalf of the Owner Participants, will
purchase the Equipment (as defined) from the Company;

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

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

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

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

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

<PAGE> 7

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

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

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions.

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

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

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

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

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

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

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

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

"Authorized Agent" means any Paying Agent or Registrar.

-2-
<PAGE> 8

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

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

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

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

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

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

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

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

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

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

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

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

-3-
<PAGE> 9

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

"Cut-off Date" means December __, 1995.

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

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

"Equipment" means all of the Units covered by the two Lease.

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

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

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

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

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

"Indenture" means any one of the _____ separate Trust Indenture and
Security Agreements (UTC Trust No. 1995-A1), dated as of September __, 1995,
each agreement being between the Owner Trustee and the Indenture Trustee, as
such Indenture may be amended or supplemented from time to time in accordance
with its respective terms. The term "Indenture" includes each Indenture
Supplement entered into pursuant to the terms of the Indenture.

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

"Indenture Trustee" means [_______________________________________],
in its capacity as indenture trustee under the Indenture, and any other Person
which may from time to time be acting as Indenture Trustee in accordance with
the provisions of the Indenture.

"Initial Cut-off Date" means September [30], 1995.

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

"Lease" means any one of the _____ Equipment Lease Agreements (UTC
Trust No. 1995-A1) with respect to the Equipment between the Owner Trustee, as
the lessor, and the

-4-
<PAGE> 10

Company, as the lessee, as such Lease may be amended or supplemented from time
to time in accordance with its respective terms. Such terms shall include each
Lease Supplement entered into pursuant to the terms of the Lease.

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

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

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

"Make-Whole Amount" has the meaning assigned to that term in the
Indenture.

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

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

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

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

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

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

-5-
<PAGE> 11

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

"Owner Participant" means the "Owner Participant" referred to in the
Participation Agreement and any permitted successor or assign of any such Owner
Participant.

"Owner Trustee," with respect to any Equipment Note or the Indenture
or the Lease, means [State Street Bank and Trust Company], not in its
individual capacity but solely as trustee of an owner trust for the benefit of
the Owner Participant, and each other Person which may from time to time be
acting as Owner Trustee in accordance with the provisions of the Note
Documents.

"Participation Agreement" means any one of the _____ separate
Participation Agreements (UTC Trust No. 1995-A1), dated as of September __,
1995, and to which the Pass Through Trustee, the Owner Trustee, the Indenture
Trustee, the Owner Participant, and the Company are parties, as each such
Participation Agreement may be amended or supplemented from time to time in
accordance with its respective terms.

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

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

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

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

-6-
<PAGE> 12

bank, trust company or national banking association described in clause (iii);
(vi) commercial paper of companies having a rating of A-1/P-1 or better
assigned to such commercial paper by Standard & Poor's Corporation or Moody's
Investors Service, Inc. (or, if neither such organization shall rate such
commercial paper at any time, by any nationally recognized rating organization
in the United States of America); (vii) U.S. dollar-denominated certificates
of deposit issued by, or time deposits with, the European subsidiaries of any
bank, trust company or national banking association described in clause (iii);
(viii) Canadian Treasury Bills fully hedged to U.S. dollars; (ix) bonds, notes
or other obligations of any state of the United States of America, or any
political subdivision of any such state, or any agencies or other
instrumentalities of any such state, including, but not limited to, industrial
development bonds, pollution control revenue bonds, public power bonds, housing
bonds, other revenue bonds or any general obligation bonds; provided that, at
the time of their purchase, such obligations are rated in the highest rating
category by Standard & Poor's Corporation or Moody's Investors Service, Inc.
(or, if neither such organization shall rate such obligations at such time, by
any nationally recognized rating organization in the United States of America);
or (x) bonds or other debt instruments of any company, if such bonds or other
debt instruments, at the time of their purchase, are rated in the highest
rating category by Standard & Poor's Corporation or Moody's Investors Service,
Inc. (or, if neither such organization shall rate such obligations at such
time, by any nationally recognized rating organization in the United States of
America); provided that no investment shall be eligible as and included within
the definition of the term "Permitted Investment" unless either (x) the final
maturity or date of return of such investment is equal to one year or less from
the date of purchase thereof, or (y) in the case of any investment referred to
in the foregoing clause (i) or (ii) only, such investment has a final maturity
or date of return greater than one year from the date of purchase thereof and
closing prices on a national securities exchange or bid and asked prices,
closing prices or yields to maturity for such investment are reported in The
Wall Street Journal (or if The Wall Street Journal is not at the time published
or ceases to report such prices, such prices are reported by any other
publication of nationally recognized standing of general circulation in New
York City).

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

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

"Pool Factor" means, as of any date, the quotient (rounded to the
seventh decimal place) computed by dividing (i) the Pool Balance by (ii) the
aggregate original principal amount of the Certificates issued under the Pass
Through Trust. The Pool Factor as of any Regular Distribution Date or Special
Distribution Date shall be computed after giving effect to the

-7-
<PAGE> 13

payment of principal, if any, on the Equipment Notes held in the Pass Through
Trust and distribution thereof to be made on that date.

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

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

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

"Register" has the meaning specified in Section 3.4.

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

"Registrar" has the meaning specified in Section 3.4.

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

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

"Responsible Officer" means (i) with respect to the initial Pass
Through Trustee or the initial Indenture Trustee, any officer in the Corporate
Trust Office or any other office at which the Pass Through Trustee or Indenture
Trustee conducts corporate trust business; and (ii) with respect to any
successor Pass Through Trustee, successor Indenture Trustee or the Owner
Trustee, the chairman or vice-chairman of the board of directors or trustees,
the chairman or vice-chairman of the executive or standing committee of the
board of directors or trustees, the president, the chairman of the committee on
trust matters, any vice-president, any second vice-president, the secretary,
any assistant secretary, the treasurer, any assistant treasurer, the cashier,
any assistant cashier, any trust officer or assistant trust officer, the
comptroller and any assistant comptroller. Responsible Officer also means,
with respect to any Pass Through

-8-
<PAGE> 14

Trustee, the Indenture Trustee and the Owner Trustee, any other officer of the
Pass Through Trustee, the Owner Trustee or the Indenture Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be any of the above designated officers, and with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

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

"Special Distribution Date" means (i) in the case of prepayments with
respect to a voluntary termination of the Lease, the purchase of any Units by
the Company pursuant to Section 22.1 of the Lease or an ordinary Event of Loss
under the Lease, on a Regular Distribution Date, (ii) in the case of
prepayments with respect to a Multiple Loss under the Lease, a refunding or
refinancing of the Equipment Notes or a purchase of the Equipment by the
Company from an Owner Trustee of a competitor Owner Participant, on any
Business Day following 15 days notice from the Pass Through Trustee to The
Depository Trust Company and (iii) in the case of payments received following a
default in respect of any Equipment Note, on the second day of any month.

"Special Payment" means (i) with respect to an Equipment Note (or
portion thereof), any payment of principal of, Make-Whole Amount, if any, and
interest on such Equipment Note (or portion thereof) resulting from the
prepayment of such Equipment Note (or portion thereof) pursuant to Section 2.10
of the applicable Indenture, (ii) with respect to an Equipment Note, any
payment of principal of and interest (including any interest accruing upon
default) on, or any other amount in respect of, such Equipment Note upon an
Indenture Default in respect thereof, including payments received on account of
the purchase by the applicable Owner Trustee of such Equipment Notes, (iii) the
amounts required to be distributed pursuant to the fifth paragraph of Section
2.1(b), or (iv) any proceeds from the sale of any Equipment Note by the Pass
Through Trustee pursuant to Article VI hereof; and "Special Payments" means all
of such Special Payments.

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

-9-
<PAGE> 15

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 described in clause
(iii) above having a combined capital and surplus of at least $750,000,000
fully collateralized by obligations of the type described in clauses (i)
through (iv) above; provided, 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 clause (iii) above; and provided further that
no investment shall be eligible as a "Specified Investment" unless the final
maturity or date of return of such investment occurs no later than the Cut-off
Date.

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

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

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

-10-
<PAGE> 16

(ii) the existence of such Trustee Lien does not interfere in any way with the
quiet enjoyment of any Unit by the Company, as lessee and (iii) the Pass
Through Trustee or [_________________________] in its individual capacity, is
diligently contesting such Trustee Lien by appropriate proceedings.

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

SECTION 1.2. Compliance Certificates and Opinions. Upon any
application or request by the Company to the Pass Through Trustee to take any
action under any provision of this Pass Through Trust Agreement, the Company
shall furnish to the Pass Through Trustee an Officer's Certificate stating
that, in the opinion of the signers, all conditions precedent, if any, provided
for in this Pass Through Trust Agreement relating to the proposed action have
been complied with and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with,
except that in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Pass Through Trust Agreement relating to such particular application or
request, no additional certificate or opinion need be furnished.

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

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

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

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

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

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

-11-
<PAGE> 17

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

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

SECTION 1.4. Acts of Certificateholders.

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

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

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

-12-
<PAGE> 18

establishes to the satisfaction of the Pass Through Trustee the pledgee's right
so to act with respect to such Certificates and that the pledgee is not the
Company, the Owner Trustee, the Pass Through Trustee, the Owner Participant or
any Affiliate of any such Person.

(d) The Company may at its option by delivery of an Officer's
Certificate to the Pass Through Trustee set a record date to determine the
Certificateholders entitled to give any consent, request, demand,
authorization, direction, notice, waiver or other Act. Notwithstanding Section
316(c) of the Trust Indenture Act, such record date shall be the record date
specified in such Officer's Certificate which shall be a date not more than 30
nor less than 15 days prior to the first solicitation of Certificateholders in
connection therewith. If such a record date is fixed, such consent, request,
demand, authorization, direction, notice, waiver or other Act may be given
before or after such record date, but only the Certificateholders of record at
the close of business on such record date shall be deemed to be
Certificateholders for the purposes of determining whether Certificateholders
of the requisite proportion of Outstanding Certificates have authorized or
agreed or consented to such consent, request, demand, authorization, direction,
notice, waiver or other Act, and for that purpose the Outstanding Certificates
shall be computed as of such record date; provided that no such consent,
request, demand, authorization, direction, notice, waiver or other act by the
Certificateholders on such record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Agreement not later
than one year after the record date.

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

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

ARTICLE II

ACQUISITION OF EQUIPMENT NOTES;
ORIGINAL ISSUANCE OF CERTIFICATES

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

(a) Upon request of the Company, the Pass Through Trustee shall
execute, authenticate and deliver Certificates with an aggregate principal
amount equalling the aggregate principal amount of the Equipment Notes to be
purchased by the Pass Through Trustee pursuant to the Participation Agreement,
and evidencing the entire ownership of the Pass Through Trust. The Pass
Through Trustee, not in its individual capacity but solely as Pass Through
Trustee, shall issue and sell such Certificates, in authorized denominations
and in such Fractional Undivided Interests, so as to result in the receipt of
consideration in an amount equal to the

-13-
<PAGE> 19

aggregate principal amount of such Equipment Notes and, concurrently therewith,
the Pass Through Trustee shall purchase, pursuant to the terms and conditions
of the Participation Agreement, the Equipment Notes (except Postponed Notes, if
any) at a purchase price equal to the amount of such consideration so received.
Except as provided in Sections 3.4 and 3.5 hereof, the Pass Through Trustee
shall not execute, authenticate or deliver Certificates in excess of the
aggregate amount specified in this paragraph. The provisions of this
Subsection (a) are subject to the provisions of Subsection (b) below.

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

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

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

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

-14-
<PAGE> 20

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

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

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

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

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

-15-
<PAGE> 21

If any of the applicable Equipment Notes will not be issued on or prior to
the Cut-off Date for any reason, Union shall so notify the Pass Through Trustee
and Union shall pay to the Pass Through Trustee on the Cut-off Date for deposit
in the Special Payments Account, in immediately available funds, an amount
equal to the interest that would have accrued on such Equipment Notes at a rate
or rates equal to the interest rate or rates applicable to the Certificates
issued under the Pass Through Trust from the Issuance Date to, but not
including, December __, 1995 and the Pass Through Trustee shall transfer an
amount equal to that amount of Escrowed Funds that would have been used to
purchase such Equipment Notes and the amount paid by Union under this paragraph
to the Special Payments Account for distribution as a Special Payment in
accordance with the provisions hereof.

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

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

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

ARTICLE III

THE CERTIFICATES

SECTION 3.1. Form, Denomination and Execution of Certificates. The
Certificates shall be issued in fully registered form without coupons and shall
be substantially in the form attached hereto as Exhibit A, with such omissions,
variations and insertions as are permitted by this Pass Through Trust
Agreement, and may have such letters, numbers or other

-16-
<PAGE> 22

marks of identification and such legends or endorsements printed, lithographed,
typewritten or engraved thereon, as may be required to comply with the rules of
any securities exchange on which the Certificates may be listed or to conform
to any usage in respect thereof, or as may, consistently herewith, be
prescribed by the Pass Through Trustee or by the officer executing such
Certificates, such determination by such officer to be evidenced by his or her
signing of the Certificates.

Except as provided in Section 3.9, the definitive Certificates (the
"Registered Certificates") shall be printed, lithographed, typewritten or
engraved or produced by any combination of these methods or may be produced in
any other manner permitted by the rules of any securities exchange on which the
Certificates may be listed, all as determined by the officer executing such
Certificates, as evidenced by his execution of such Certificates.

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

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

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

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

-17-
<PAGE> 23

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

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

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

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

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

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

-18-
<PAGE> 24

SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate is surrendered to the Registrar, or the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (b) there is delivered to the Registrar and the Pass Through
Trustee such security, indemnity or bond, as may be required by them to save
each of them harmless, then, in the absence of notice to the Registrar or the
Pass Through Trustee that such Certificate has been acquired by a bona fide
purchaser, the Pass Through Trustee shall execute, authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like Fractional Undivided Interest with the
same final Regular Distribution Date. In connection with the issuance of any
new Certificate under this Section 3.5, the Pass Through Trustee shall require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including the
fees and expenses of the Pass Through Trustee and the Registrar) connected
therewith. Any duplicate Certificate issued pursuant to this Section 3.5 shall
constitute conclusive evidence of the appropriate Fractional Undivided Interest
in the Pass Through Trust, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.

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

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

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

SECTION 3.9. Book-Entry and Registered Certificates.

(a) Except for the De Minimis Certificate (if any), the Certificates
may be issued in the form of one or more typewritten Certificates representing
the Book-Entry Certificates, to

-19-
<PAGE> 25

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

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

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

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

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

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

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

-20-
<PAGE> 26

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

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

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

-21-
<PAGE> 27

ARTICLE IV

DISTRIBUTIONS; STATEMENTS TO
CERTIFICATEHOLDERS

SECTION 4.1. Certificate Account and Special Payments Account.

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

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

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

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

-22-
<PAGE> 28

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

(b) On each Special Distribution Date with respect to any Special
Payment or as soon thereafter as the Pass Through Trustee has confirmed receipt
of the Special Payments due on the Equipment Notes or realized upon the sale of
any Equipment Note, the Pass Through Trustee shall distribute out of the
Special Payments Account the entire amount deposited therein pursuant to
Section 4.1(b) of such Special Payment. There shall be so distributed to each
Certificateholder of record on the Record Date with respect to such Special
Distribution Date (other than as provided in Section 11.1 concerning the final
distribution) by check mailed to such Certificateholder at the address
appearing in the Register, such Certificateholder's pro rata share (based on
the aggregate Fractional Undivided Interest held by such Certificateholder) of
the aggregate amount in the Special Payments Account on account of such Special
Payment; provided, however, that prior to the time that any Certificates are
issued in the form of Registered Certificates, each Certificateholder may
request in writing that such amount be distributed by wire transfer of
immediately available funds to an account specified by such Certificateholder.

(c) The Pass Through Trustee shall at the expense of the Company
cause notice of each Special Payment to be mailed to each Certificateholder at
his address as it appears in the Register. In the case of a Special Payment
other than pursuant to the fifth paragraph of Section 2.1(b) or the fifth
paragraph of Section 2.1(c) such notice shall be mailed not less than 15 days
prior to the date any such Special Payment is scheduled to be distributed. In
the case of a Special Payment pursuant to the fifth paragraph of Section 2.1(b)
or the fifth paragraph of Section 2.1(c) such notice should be given as
promptly as practicable after the receipt of notice from the Company that
Postponed Notes or the Equipment Notes referred to in Section 2.1(c) will not
be issued. In the case of any other Special Payments, such notice shall be
mailed as soon as practicable after the Pass Through Trustee has confirmed that
it has received funds for such Special Payment. Notices mailed by the Pass
Through Trustee shall set forth:

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

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

-23-
<PAGE> 29

(iii) the reason for the Special Payment, and

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

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

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

SECTION 4.3. Statements to Certificateholders.

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

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

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

(iii) The Pool Balance and the Pool Factor.

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

SECTION 4.4. Investment of Special Payment Money. Any money received
by the Pass Through Trustee pursuant to Section 4.1(b) representing a Special
Payment which is

-24-
<PAGE> 30

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

ARTICLE V

THE COMPANY

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

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

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

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

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

-25-
<PAGE> 31

assets of the Company as an entirety shall have the effect of releasing the
Company or any successor corporation which shall theretofore have become such
from its liability hereunder.

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

ARTICLE VI

DEFAULT

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

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

-26-
<PAGE> 32

Through Trustee under this Section shall not, in the reasonable judgment of the
Pass Through Trustee, be adverse to the best interests of the
Certificateholders.

If, with respect to any Equipment Notes, an Indenture Default shall
have occurred and be continuing and the Owner Trustee, which is a party to the
Indenture has elected, in accordance with the provisions of Section 5.04(b) of
the Indenture, to purchase all of the then outstanding Equipment Notes issued
under the Indenture at a price equal to the aggregate unpaid principal amount
thereof, together with accrued interest thereon to the date of such purchase,
then the Pass Through Trustee shall sell to such Owner Trustee all of the
Equipment Notes held in the Pass Through Trust at a price equal to the
aggregate unpaid principal amount thereof, together with accrued interest
thereon to the date of such sale.

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

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

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

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

SECTION 6.3. Judicial Proceedings Instituted by Pass Through Trustee.

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

-27-
<PAGE> 33

such Equipment Notes or under the Lease and may prosecute any such claim or
proceeding to judgment or final decree with respect to the whole amount of any
such sums so due and unpaid.

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

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

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

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

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

-28-
<PAGE> 34

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

SECTION 6.5. Waiver of Past Defaults. The Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in the Pass Through Trust may on behalf of all of
the Certificateholders waive any past Event of Default hereunder and its
consequences or may instruct the Pass Through Trustee to waive any past default
under the Indenture or this Agreement and its consequences, except a default
(i) in the payment of the principal of, Make-Whole Amount, if any, or interest
on any Equipment Notes, or (ii) in respect of a covenant or provision hereof
which under Article IX hereof cannot be modified or amended without the consent
of the Certificateholder holding each Outstanding Certificate affected.

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

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

-29-
<PAGE> 35

or to institute suit for the enforcement of any such payment on or after the
applicable Regular Distribution Date or Special Distribution Date, shall not be
impaired or affected without the consent of such Certificateholder.

SECTION 6.8. Certificateholders May Not Bring Suit Except Under
Certain Conditions. A Certificateholder shall not have the right to institute
any suit, action or proceeding at law or in equity or otherwise with respect to
this Pass Through Trust Agreement, for the appointment of a receiver or for the
enforcement of any other remedy under this Pass Through Trust Agreement,
unless:

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

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

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

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

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

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

-30-
<PAGE> 36

ARTICLE VII

THE PASS THROUGH TRUSTEE

SECTION 7.1. Certain Duties and Responsibilities.

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

(i) the Pass Through Trustee undertakes to perform only such
duties as are specifically set forth in this Pass Through Trust Agreement,
and no implied covenants, duties or obligations shall be read into this
Pass Through Trust Agreement against the Pass Through Trustee; and

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

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

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

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

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

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

-31-
<PAGE> 37

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

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

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

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

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

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

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

(iv) the Pass Through Trustee may consult with counsel and the
advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and

-32-
<PAGE> 38

protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;

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

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

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

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

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

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

SECTION 7.6. Money Held in Pass Through Trust. Money held by the
Pass Through Trustee or the Paying Agent in trust hereunder need not be
segregated from other funds except to the extent required herein or by law and
neither the Pass Through Trustee nor the

-33-
<PAGE> 39

Paying Agent shall have any liability for interest upon any such moneys except
as provided for herein.

SECTION 7.7. Compensation and Reimbursement. The Company agrees:

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

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

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

(iv) to indemnify, or cause to be indemnified, the Pass Through
Trustee, solely in its individual capacity, for, and to hold it harmless
against, any tax (other than for or with respect to any tax referred to in
the next paragraph, provided that no indemnification shall be available
with respect to any tax attributable to the Pass Through Trustee's
compensation for serving as such) incurred without negligence, willful
misconduct or bad faith, on its part, arising out of or in connection with
the acceptance or administration of this Pass Through Trust, including any
costs and expenses reasonably incurred in contesting the imposition of any
such tax. The Pass Through

-34-
<PAGE> 40

Trustee, in its individual capacity, shall notify the Company promptly of
any tax for which it may seek indemnity. The Company shall defend against
the imposition of such tax and the Pass Through Trustee, in its individual
capacity, shall cooperate in the defense. The Pass Through Trustee, in
its individual capacity, may have separate counsel with the consent of the
Company, and the Company will pay the reasonable fees and expenses of such
counsel. The Company need not pay for any taxes paid, in settlement or
otherwise, without its consent.

In addition, the Pass Through Trustee shall be entitled to
reimbursement from, and shall have a lien prior to the Certificates upon, all
property and funds held or collected by the Pass Through Trustee in its
capacity as Pass Through Trustee for any tax incurred without negligence, bad
faith or willful misconduct, on its part, arising out of or in connection with
the acceptance or administration of this Pass Through Trust (other than any tax
attributable to the Pass Through Trustee's compensation for serving as such),
including any costs and expenses reasonably incurred in contesting the
imposition of any such tax. If the Pass Through Trustee reimburses itself for
any such tax, it will within 30 days mail a brief report setting forth the
circumstances thereof to all Certificateholders as their names and addresses
appear in the Register.

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

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

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

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

-35-
<PAGE> 41

SECTION 7.9. Resignation and Removal; Appointment of Successor.

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

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

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

(d) If at any time:

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

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

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

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

-36-
<PAGE> 42

Through Trustee in a jurisdiction where there are no Avoidable Taxes. As used
herein, an "Avoidable Tax" means a state or local tax: (i) upon (w) the Pass
Through Trust, (x) the Trust Property, (y) Certificateholders or (z) the Pass
Through Trustee for which the Pass Through Trustee is entitled to seek
reimbursement from the Trust Property, and (ii) which would be avoided if the
Pass Through Trustee were located in another state, or jurisdiction within a
state, within the United States. A tax shall not be an Avoidable Tax if the
Company or the Owner Trustee shall agree to pay, and shall pay, such tax.

(f) If the Pass Through Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Pass
Through Trustee for any cause, the Company shall promptly appoint a successor
Pass Through Trustee. If, within one year after such resignation, removal or
incapacity, or the occurrence of such vacancy, a successor Pass Through Trustee
shall be appointed by Act of the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Pass Through Trust delivered to the Company, the Owner
Trustee, the Indenture Trustee and the retiring Pass Through Trustee, the
successor Pass Through Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Pass Through Trustee and
supersede the retiring Pass Through Trustee. If no successor Pass Through
Trustee shall have been so appointed as provided above and accepted appointment
in the manner hereinafter provided, any Certificateholder who has been a bona
fide Certificateholder for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Pass Through Trustee.

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

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

-37-
<PAGE> 43

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

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

SECTION 7.12. Maintenance of Agencies.

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

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

-38-
<PAGE> 44

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

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

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

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

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

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

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

-39-
<PAGE> 45

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

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

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

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

(i) the Pass Through Trustee is a [___________________________],
validly existing and holding a valid certificate to conduct business as a
________________________ with trust powers under the laws of
[______________________________];

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

-40-
<PAGE> 46

of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of any lien on any
properties included in the Trust Property pursuant to the provisions of
any mortgage, indenture, contract, agreement or other undertaking to which
it is a party, which violation, default or lien could reasonably be
expected to have an adverse effect on the Pass Through Trustee's
performance or ability to perform its duties hereunder or thereunder or on
the transactions contemplated herein or therein;

(iv) the execution, delivery and performance by the Pass Through
Trustee of this Pass Through Trust Agreement and the Participation
Agreement will not require the authorization, consent, or approval of, the
giving of notice to, the filing or registration with, or the taking of any
other action in respect of, any United States or [Illinois] governmental
authority or agency regulating the banking and corporate trust activities
of the Pass Through Trustee, other than any such authorization, consent or
approval as has been duly obtained or given and is in full force and
effect; and

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

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

-41-
<PAGE> 47

Certificateholder), the Pass Through Trustee shall reimburse the Company
therefor. The Pass Through Trustee shall be permitted to rely upon any
certificate presented by a Certificateholder claiming an exemption from
withholding absent bad faith on the part of the Pass Through Trustee.

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

SECTION 7.18. Preferential Collection of Claims. The Pass Through
Trustee shall comply with Sections 311(a) and (b) of the Trust Indenture Act,
excluding any creditor relationship arising under Section 311(b) of the Trust
Indenture Act. A Pass Through Trustee who has resigned or been removed shall
be subject to Section 311(a) of the Trust Indenture Act to the extent
indicated.

ARTICLE VIII

CERTIFICATEHOLDERS' LISTS AND REPORTS BY PASS THROUGH TRUSTEE

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

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

SECTION 8.3. Reports by Pass Through Trustee.

(a) Within 60 days after ___________ of each year commencing with the
year 1996, the Pass Through Trustee shall transmit to the Certificateholders,
as provided in Section 313(c) of the Trust Indenture Act, a report dated as of
such ___________, if required

-42-
<PAGE> 48

by Section 313(a) of the Trust Indenture Act. The Pass Through Trustee shall
also comply with Section 313(b) of the Trust Indenture Act.

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

SECTION 8.4. Reports by the Company. The Company shall:

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

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

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

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

-43-
<PAGE> 49

ARTICLE IX

SUPPLEMENTS TO PASS THROUGH TRUST AGREEMENT

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

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

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

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

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

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

-44-
<PAGE> 50

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

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

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

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

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

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

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

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

-45-
<PAGE> 51

of Certificates theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

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

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

ARTICLE X

AMENDMENTS TO INDENTURE AND NOTE DOCUMENTS

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

-46-
<PAGE> 52

ARTICLE XI

TERMINATION OF TRUST

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

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

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

-47-
<PAGE> 53

ARTICLE XII

MISCELLANEOUS PROVISIONS

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

SECTION 12.2. Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the Pass
Through Trust, the Fractional Undivided Interests represented by the
Certificates shall be nonassessable for any losses or expenses of the Pass
Through Trust or for any reason whatsoever, and Certificates upon
authentication thereof by the Pass Through Trustee pursuant to Section 3.2 are
and shall be deemed fully paid. No Certificateholder shall have any right
(except as expressly provided herein) to vote or in any manner otherwise
control the operation and management of the Trust Property, the Pass Through
Trust established hereunder, or the obligations of the parties hereto, nor
shall anything set forth herein, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association.

SECTION 12.3. Notices.

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

if to the Company, to:

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

-48-
<PAGE> 54

with a copy to:

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

if to the Pass Through Trustee, to:

Attention:
Facsimile:
Telephone:

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

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

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

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

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

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

SECTION 12.4. Communication by Certificateholder with Other
Certificateholders. Certificateholders may communicate pursuant to Section
312(b) of the Trust Indenture Act with other Certificateholders with respect to
their rights under this Pass Through

-49-
<PAGE> 55

Trust Agreement or under the Certificates, and the Pass Through Trustee shall
comply with Section 312(b) of the Trust Indenture Act. The Company and the
Pass Through Trustee shall have the protection of Section 312(c) of the Trust
Indenture Act.

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

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

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

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

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

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

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

SECTION 12.12. Counterparts. For the purpose of facilitating the
execution of this Pass Through Trust Agreement and for other purposes, this
Pass Through Trust Agreement

-50-
<PAGE> 56

may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

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

UNION TANK CAR COMPANY

Attest: By _________________________
Title:

__________________________
Title:

[______________________________],
as Pass Through Trustee

Attest: By _________________________
Title:

__________________________
Title:

-51-
<PAGE> 57

EXHIBIT A

FORM OF CERTIFICATE

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

UNION TANK CAR COMPANY 1995-A1 PASS THROUGH TRUST

Pass Through Certificate,
Series 1995-A1

Final Distribution Date: [date]

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

Certificate
No. ___ $ __________ Fractional Undivided Interest
representing 100% of the Trust

THIS CERTIFIES THAT Cede & Co., for value received, is the
registered owner of a $___________ (__________________________________________
___________________________________________________ dollars) Fractional
Undivided Interest in the Union Tank Car Company 1995-A1 Pass Through Trust
(the "Trust") created by [_________________________], a national banking
association, as trustee (the "Pass Through Trustee"), pursuant to a Pass
Through Trust Agreement 1995-A1 dated as of September __, 1995 (the "Pass
Through Trust Agreement") between the Pass Through Trustee and Union Tank Car
Company, a Delaware corporation (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Pass Through Trust Agreement. This Certificate is one of the duly
authorized Certificates designated as "Pass Through Certificates, Series
1995-A1" (herein called the "Certificates"). This Certificate is issued under
and is subject to the terms, provisions, and conditions of the Pass Through
Trust Agreement, to which Pass Through Trust Agreement the Certificateholder of
this Certificate by virtue of the acceptance hereof assents and by which such
Certificateholder is bound. The property of the Pass Through Trust (the "Trust
Property") includes certain Equipment Notes.

<PAGE> 58

Each issue of Equipment Notes is secured by, among other things, a security
interest in Equipment leased to the Company.

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

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

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

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

A-2
<PAGE> 59

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

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

UNION TANK CAR COMPANY
1995-A1 PASS THROUGH TRUST

By: [___________________________________,
as Pass Through Trustee]

By: ____________________________________
Title:

A-3
<PAGE> 60

[Reverse of Certificate]

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

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

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

A-4
<PAGE> 61

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

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

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

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

A-5
<PAGE> 62

[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

Dated:

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

[___________________________________],
as Pass Through Trustee

By: _________________________________
Authorized Officer

A-6
<PAGE> 63

EXHIBIT B

FORM OF
LETTER OF REPRESENTATIONS

<PAGE> 64

SCHEDULE I

Equipment Notes
Issued under Principal
Indenture: Amount Maturity
------------------ ---------------- ---------------
<S> <C> <C>
$

Total $

</TABLE>

<PAGE> 65

Reconciliation and tie between Pass Through Trust Agreement 1995-A1 dated as of
September __, 1995 and the Trust Indenture Act of 1939. This reconciliation
does not constitute part of the Pass Through Trust Agreement.

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

<PAGE> 1

Exhibit 4(a)(2)

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

PASS THROUGH TRUST AGREEMENT 1995-A2

Dated as of September __, 1995

among

UNION TANK CAR COMPANY,

PROCOR LIMITED

and

[___________________________________]
as Pass Through Trustee

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

$___________

Union Tank Car Company
1995-A2 Pass Through Trust
Pass Through Certificates,
Series 1995-A2
<PAGE> 2

TABLE OF CONTENTS TO PASS THROUGH TRUST AGREEMENT 1995-A2

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

DEFINITIONS
<S> <C> <C>
SECTION 1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 1.2. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 1.3. Form of Documents Delivered to Pass Through Trustee . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 1.4. Acts of Certificateholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE II

ACQUISITION OF EQUIPMENT NOTES AND ETCs;
ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.1. Issuance of Certificates; Acquisition of Equipment Notes and ETCs . . . . . . . . . . . . . . . 16
SECTION 2.2. Declaration of Trust; Acceptance By Pass Through Trustee . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.3. Limitation of Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.4. Sale of Equipment Notes Under Certain Circumstances . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE III

THE CERTIFICATES

SECTION 3.1. Form, Denomination and Execution of Certificates . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 3.2. Authentication of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.3. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.4. Registration of Transfer and Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.6. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.7. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.8. Limitation of Liability for Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 3.9. Book-Entry and Registered Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE IV

DISTRIBUTIONS; STATEMENTS TO
CERTIFICATEHOLDERS

SECTION 4.1. Certificate Account and Special Payments Account . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 4.2. Distribution from Certificate Account and Special Payments Account . . . . . . . . . . . . . . . 26

</TABLE>

-i-
<PAGE> 3

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

SECTION 4.3. Statements to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 4.4. Investment of Special Payment Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE V

THE COMPANIES

SECTION 5.1. Maintenance of Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 5.2. Consolidation, Merger or Sale of Assets Permitted . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE VI

DEFAULT

SECTION 6.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.2. Incidents of Sale of Equipment Notes and ETCs . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 6.3. Judicial Proceedings Instituted by Pass Through Trustee . . . . . . . . . . . . . . . . . . . . 33
SECTION 6.4. Control by Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 6.5. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 6.6. Undertaking to Pay Court Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 6.7. Right of Certificateholders to Receive Payments Not
to Be Impaired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 6.8. Certificateholders May Not Bring Suit Except Under
Certain Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 6.9. Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE VII

THE PASS THROUGH TRUSTEE

SECTION 7.1. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 7.2. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 7.3. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 7.4. Not Responsible for Recitals or Issuance of Certificates . . . . . . . . . . . . . . . . . . . . 39
SECTION 7.5. May Hold Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 7.6. Money Held in Pass Through Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 7.7. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 7.8. Corporate Trustee Required; Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 7.9. Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 7.10. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 7.11. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . 44

</TABLE>

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

Section Page
------- ----
<S> <C> <C>
SECTION 7.12. Maintenance of Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 7.13. Money for Certificate Payments to Be Held in Pass Through Trust . . . . . . . . . . . . . . . . 46
SECTION 7.14. Registration of Equipment Notes and ETCs in
Pass Through Trustee's Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 7.15. Representations and Warranties of Pass Through Trustee . . . . . . . . . . . . . . . . . . . . . 47
SECTION 7.16. Withholding Taxes; Information Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 7.17. Trustee's Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.18. Preferential Collection of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE VIII

CERTIFICATEHOLDERS' LISTS AND REPORTS BY PASS THROUGH TRUSTEE

SECTION 8.1. The Companies to Furnish Pass Through Trustee with
Names and Addresses of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 8.2. Preservation of Information; Communications to Certificateholders . . . . . . . . . . . . . . . 49
SECTION 8.3. Reports by Pass Through Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 8.4. Reports by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE IX

SUPPLEMENTS TO PASS THROUGH TRUST AGREEMENT

SECTION 9.1. Supplements to Pass Through Trust Agreement Without
Consent of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 9.2. Supplements to Pass Through Trust Agreement with
Consent of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 9.3. Documents Affecting Immunity or Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 9.4. Execution of Supplements to Pass Through Trust Agreements . . . . . . . . . . . . . . . . . . . 53
SECTION 9.5. Effect of Supplements to Pass Through Trust Agreement . . . . . . . . . . . . . . . . . . . . . 53
SECTION 9.6. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 9.7. Reference in Certificates to Supplements to Pass
Through Trust Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE X

AMENDMENTS TO INDENTURE, NOTE DOCUMENTS,
EQUIPMENT TRUST AGREEMENTS AND ETC DOCUMENTS

</TABLE>

-iii-
<PAGE> 5

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

TERMINATION OF PASS THROUGH TRUST

ARTICLE XII

GUARANTEE OF UNION

SECTION 12.1. Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 12.2. Execution and Delivery of Guarantee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 12.3. Limitation of Union's Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
SECTION 12.4. Guarantee Unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE XIII

MISCELLANEOUS PROVISIONS

SECTION 13.1. Limitation on Rights of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 13.2. Certificates Nonassessable and Fully Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 13.3. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 13.4. Communication by Certificateholder with Other Certificateholders . . . . . . . . . . . . . . . . 60
SECTION 13.5. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 13.6. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 13.7. Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 13.8. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 13.9. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 13.10. Benefits of Pass Through Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 13.11. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 13.12. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

Exhibit A - Form of Certificate
Exhibit B - Guarantee
Exhibit C - Form of Letter of Representations
Schedule I - Description of Equipment Notes to be Purchased
Schedule II - Description of ETCs to be Purchased

</TABLE>

-iv-
<PAGE> 6

This PASS THROUGH TRUST AGREEMENT 1995-A2, dated as of September __,
1995, is made with respect to the formation of the Union Tank Car Company
1995-A2 Pass Through Trust, among UNION TANK CAR COMPANY, a Delaware
corporation ("Union"), PROCOR LIMITED, a Canadian corporation and an indirect
wholly-owned subsidiary of Union ("Procor" and together with Union, the
"Companies") and [__________________________________], solely as Pass Through
Trustee and not in its individual capacity.

WITNESSETH:

WHEREAS, an initial $14,400,000 aggregate principal amount Equipment
Trust Certificate, Series 25 and a subsequent $5,300,000 aggregate principal
amount Equipment Trust Certificate, Series 25 (together with the guarantee of
Union to be endorsed thereon, the "Union ETCs"), will be issued pursuant to an
Equipment Trust Agreement, dated as of September __, 1995 as may be amended or
supplemented from time to time (the "Union Equipment Trust Agreement"), between
Union and [_____________], as trustee (the "Union Equipment Trust Trustee");

WHEREAS, a $11,900,000 aggregate principal amount Equipment Trust
Certificate, Series 25-Can (together with the guarantee of Procor endorsed
thereon, the "Procor ETC" and, together with the Union ETCs, the "ETCs"), will
be issued pursuant to an Equipment Trust Agreement, dated as of September __,
1995, as may be amended or supplemented from time to time (the "Procor
Equipment Trust Agreement") between Procor and [_______________], as trustee
(the "Procor Equipment Trust Trustee");

WHEREAS, the Union Equipment Trust Trustee will issue the Union ETCs
in connection with the financing of railway tank cars and other rail cars of
the type used in Union's business (the "Union Trust Equipment") and the Procor
Equipment Trust Trustee will issue the Procor ETC in connection with the
financing of railway tank cars and other rail cars of the type used in Procor's
business (the "Procor Trust Equipment");

WHEREAS, pursuant to the terms of this Pass Through Trust Agreement,
the Union Equipment Trust Agreement and the Procor Equipment Trust Agreement,
the Union ETCs and the Procor ETC are to be sold upon their issuance to the
Pass Through Trustee, and the Pass Through Trustee shall purchase the ETCs upon
their issuance and shall hold such ETCs in trust for the benefit of the
Certificateholders;

WHEREAS, a certain Owner Trustee, on behalf of a certain Owner
Participant, will purchase certain Equipment (as defined) from Union;
<PAGE> 7

WHEREAS, the Owner Trustee will lease the Equipment to Union pursuant
to the Lease;

WHEREAS, such Owner Trustee will issue on a nonrecourse basis
Equipment Notes, under the Indenture, in order to finance not more than 80% of
the purchase price to be paid to Union for the Equipment subject to the Lease;

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

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

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

-2-
<PAGE> 8

ARTICLE I

DEFINITIONS

SECTION 1.1. Definitions.

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

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

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

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

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

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

"Authorized Agent" means any Paying Agent or Registrar.

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

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

-3-
<PAGE> 9

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

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

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

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

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

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

"Closing Date" means [__________________________________].

"Companies" means Union Tank Car Company, a Delaware corporation, and
Procor Limited, a Canadian corporation, or their respective successors in
interest pursuant to Section 5.2, or any other obligor with respect to the
Certificates (within the meaning of the Trust Indenture Act).

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

-4-
<PAGE> 10

"Cut-off Date" means December __, 1995.

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

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

"Equipment" means, with respect to the Union ETCs, all of the Union
Trust Equipment, with respect to the Procor ETC, all of the Procor Trust
Equipment, and with respect to the Equipment Notes, all of the Units covered by
the Lease; or as the context may require, all of the Equipment covered by the
ETCs and the Equipment Notes.

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

"Equipment Trust Agreement" means either of the Union Equipment Trust
Agreement or the Procor Equipment Trust Agreement, each dated as of September
__, 1995, as each such Equipment Trust Agreement may be amended or supplemented
from time to time in accordance with its respective terms; and "Equipment Trust
Agreements" means both of such agreements.

"Equipment Trust Default" means, with respect to either Equipment
Trust Agreement, any Event of Default (as such term is defined in such
Equipment Trust Agreement).

"Equipment Trust Trustee" means the Union Equipment Trust Trustee and
the Procor Equipment Trust Trustee.

"ETC" means any one of the Equipment Trust Certificates described in
Schedule II(A) and (B) attached hereto, including any ETC (as so defined)
issued under the applicable Equipment Trust Agreement as a replacement or
substitution therefor, held by the Pass Through Trustee.

"ETC Documents", with respect to an ETC, means the applicable
Equipment Trust Agreement.

"Guarantee" means the guarantee of Union set forth in Article XII
hereof and on each of the Certificates.

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

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

-5-
<PAGE> 11

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

"Indenture" means any one of the _____ separate Trust Indenture and
Security Agreements (UTC Trust No. 1995A-2), dated as of September __, 1995,
between an Owner Trustee and an Indenture Trustee, as such Indenture may be
amended or supplemented from time to time in accordance with its terms. The
term "Indenture" includes each Indenture Supplement entered into pursuant to
the terms of the Indenture.

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

"Indenture Trustee" means [__________________________________], in its
capacity as indenture trustee under the Indenture, and any other Person which
may from time to time be acting as Indenture Trustee in accordance with the
provisions of the Indenture.

"Initial Cut-off Date" means September [30], 1995.

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

"Lease" means any one of the _____ separate Equipment Lease Agreements
(UTC Trust No. 1995-A) with respect to the Equipment between the Owner Trustee,
as the lessor, and Union, as the lessee, as such Lease may be amended or
supplemented from time to time in accordance with its respective terms. Such
terms shall include each Lease Supplement entered into pursuant to the terms of
the Lease.

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

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

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

"Make-Whole Amount" has the meaning assigned to that term in the
Indenture.

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

-6-
<PAGE> 12

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

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

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

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

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

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

"Owner Participant" means the "Owner Participant" referred to in the
Participation Agreement and any permitted successor or assign of any such Owner
Participant.

"Owner Trustee," with respect to any Equipment Note or the Indenture
or the Lease, means [Trust Company], not in its individual capacity but solely
as owner trustee of an owner trust for the benefit of the Owner Participant,
and each other Person which may from time to time be acting as Owner Trustee in
accordance with the provisions of the Note Documents.

"Participation Agreement" means any one of the _____ separate
Participation Agreements (UTC Trust No. 1995-A), dated as of September __,
1995, and to which the

-7-
<PAGE> 13

Pass Through Trustee, the Owner Trustee, the Indenture Trustee, the Owner
Participant, and Union are parties, as such Participation Agreement may be
amended or supplemented from time to time in accordance with its respective
terms.

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

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

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

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

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

-8-
<PAGE> 14

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

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

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

"Postponement Notice" means a certificate of Union signed by an
officer of Union (i) requesting that the Pass Through Trustee execute and
deliver the Participation Agreement

-9-
<PAGE> 15

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

"Procor Equipment Trust Trustee" means [_____________], in its
capacity as the trustee under the Procor Equipment Trust Agreement, and any
other Person which from time to time will be acting as Equipment Trust Trustee
in accordance with the provisions of the Procor Equipment Trust Agreement.

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

"Register" has the meaning specified in Section 3.4.

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

"Registrar" has the meaning specified in Section 3.4.

"Regular Distribution Date" means, with respect to distributions of
Scheduled Payments, [date] and [date] of each year, commencing on
_____________, until payment of all the Scheduled Payments to be made under the
Equipment Notes and the ETCs has been made.

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

"Responsible Officer" means (i) with respect to the initial Pass
Through Trustee, any initial Equipment Trust Trustee or the initial Indenture
Trustee, any officer in the Corporate Trust Office or any other office at which
the Pass Through Trustee, any Equipment Trust Trustee or the Indenture Trustee
conducts corporate trust business; and (ii) with respect to any successor Pass
Through Trustee, successor Equipment Trust Trustee, successor Indenture Trustee
or the Owner Trustee, the chairman or vice-chairman of the board of directors
or trustees, the chairman or vice-chairman of the executive or standing
committee of the board of directors or trustees, the president, the chairman of
the committee on trust matters, any vice-president, any second vice-president,
the secretary, any assistant secretary, the treasurer,

-10-
<PAGE> 16

any assistant treasurer, the cashier, any assistant cashier, any trust officer
or assistant trust officer, the comptroller and any assistant comptroller.
Responsible Officer also means, with respect to the Pass Through Trustee, any
Equipment Trust Trustee, the Indenture Trustee and the Owner Trustee, any other
officer of the Pass Through Trustee, the Owner Trustee, such Equipment Trust
Trustee or the Indenture Trustee customarily performing functions similar to
those performed by the persons who at the time shall be any of the above
designated officers, and with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

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

"Special Distribution Date" means (i) in the case of prepayments with
respect to a voluntary termination of the Lease, the purchase of any Units by
Union pursuant to Section 22.1 of the Lease or an ordinary Event of Loss under
the Lease, on a Regular Distribution Date, (ii) in the case of prepayments with
respect to a Multiple Loss under the Lease, a refunding or refinancing of the
Equipment Notes or a purchase of the Equipment by Union from an Owner Trustee
of a competitor Owner Participant, on any Business Day following 15 days notice
from the Pass Through Trustee to The Depository Trust Company and (iii) in the
case of payments received following a default in respect of any Equipment Note,
on the second day of any month, and (iv) with respect to an ETC, the earliest
day of a month for which it is practicable for the Pass Through Trustee to give
notice pursuant to Section 4.2(c) 20 days prior thereto.

"Special Payment" means (i) with respect to an Equipment Note (or
portion thereof), any payment of principal of, Make-Whole Amount, if any, and
interest on such Equipment Note (or portion thereof) resulting from the
prepayment of such Equipment Note (or portion thereof) pursuant to Section 2.10
of the applicable Indenture, (ii) with respect to an Equipment Note, any
payment of principal of and interest (including any interest accruing upon
default) on, or any other amount in respect of, such Equipment Note upon an
Indenture Default in respect thereof, including payments received on account of
the purchase by the Owner Trustee of such Equipment Notes, (iii) the amounts
required to be distributed pursuant to the fifth paragraph of Section 2.1(b),
(iv) any proceeds from the sale of any Equipment Note by the Pass Through
Trustee pursuant to Article VI hereof; (v) with respect to an ETC, any payment
of principal of and interest (including any interest accruing upon default) on,
or any other amount in respect of, such ETC upon an Equipment Trust Default

-11-
<PAGE> 17

in respect thereof or upon an acceleration under the Equipment Trust Agreement
relating to such ETC, or (vi) any proceeds from the sale of an ETC by the Pass
Through Trustee pursuant to Article VI hereof; and "Special Payments" means all
of such Special Payments.

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

"Specified Investments" means (i) direct obligations of the United
States of America and agencies thereof for which the full faith and credit of
the United States of America is pledged, (ii) obligations fully guaranteed by
the United States of America, (iii) certificates of deposit issued by, or
bankers' acceptances of, or time deposits (including overnight deposits) with,
any bank, trust company or national banking association incorporated or doing
business under the laws of the United States of America or one of the States
thereof having combined capital and surplus and retained earnings of at least
$500,000,000 (including the 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 described in clause (iii) above having a
combined capital and surplus of at least $750,000,000 fully collateralized by
obligations of the type described in clauses (i) through (iv) above; provided,
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 clause (iii) above; and provided further that no investment shall
be eligible as a "Specified Investment" unless the final maturity or date of
return of such investment occurs no later than the Cut-off Date.

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

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

-12-
<PAGE> 18

specified in Appendix A to the Participation Agreement), (b) any act or
omission of the Pass Through Trustee or [_____________________________], in its
individual capacity, respectively, which is not required or permitted by the
Operative Agreements or is in violation of any of the terms of the Operative
Agreements, (c) any claim against the Pass Through Trustee or
[_____________________________], in its individual capacity, respectively, with
respect to Taxes (within the meaning specified in Appendix A to the
Participation Agreement) or Transaction Costs (within the meaning specified in
Appendix A to the Participation Agreement) against which Union is not required
to indemnify the Pass Through Trustee, [_____________________________], in its
individual capacity, pursuant to the Participation Agreement or (d) any claim
arising out of any transfer by the Pass Through Trustee, of all or any portion
of its interests in the Equipment, the Trust Property or the Operative
Agreements other than the transfer of title to or possession of any Equipment
by the Pass Through Trustee pursuant to and in accordance with the applicable
Equipment Trust Agreement or the Indenture or pursuant to the exercise of the
remedies set forth in the Lease; provided, however, that any Trustee Lien which
is attributable solely to the Pass Through Trustee or
[_____________________________], in its individual capacity and would otherwise
constitute a Trustee Lien shall not constitute a Trustee Lien so long as (i)
the existence of such Trustee Lien poses no material risk of the sale,
forfeiture or loss of any Unit or any interest therein, including Equipment
Notes, (ii) the existence of such Trustee Lien does not interfere in any way
with the quiet enjoyment of any Unit by Union, as lessee and (iii) the Pass
Through Trustee or [The First National Bank of Chicago], in its individual
capacity, is diligently contesting such Trustee Lien by appropriate
proceedings.

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

"Union Equipment Trust Trustee" means [_____________] in its capacity
as trustee under the Union Equipment Trust Agreement, and any other Person
which may from time to time be acting as Equipment Trust Trustee in accordance
with the provisions of the Union Equipment Trust Agreement.

SECTION 1.2. Compliance Certificates and Opinions. Upon any
application or request by the Companies to the Pass Through Trustee to take any
action under any provision of this Pass Through Trust Agreement, Union shall
furnish to the Pass Through Trustee an Officer's Certificate stating that, in
the opinion of the signers, all conditions precedent, if any, provided for in
this Pass Through Trust Agreement relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Pass
Through Trust Agreement relating to such particular application or request, no
additional certificate or opinion need be furnished.

-13-
<PAGE> 19

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

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

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

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

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

SECTION 1.4. Acts of Certificateholders.

-14-
<PAGE> 20

instrument or instrument (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the
Certificateholders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Pass Through Trust Agreement and conclusive
in favor of the Pass Through Trustee, the Companies, any Equipment Trust
Trustee and the Indenture Trustee, if made in the manner provided in this
Section.

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

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

-15-
<PAGE> 21

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

ARTICLE II

ACQUISITION OF EQUIPMENT NOTES AND ETCs;
ORIGINAL ISSUANCE OF CERTIFICATES

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

(a) Upon request of Union, the Pass Through Trustee shall execute,
authenticate and deliver Certificates with an aggregate principal amount
equalling the aggregate principal amount of the Equipment Notes and ETCs, as
the case may be, to be purchased by the Pass Through Trustee pursuant to the
Equipment Trust Agreements, this Pass Through Trust Agreement and the
Participation Agreement and evidencing the entire ownership of the Pass Through
Trust. The Pass Through Trustee, not in its individual capacity but solely as
Pass Through Trustee, shall issue and sell such Certificates, in authorized
denominations and in such Fractional Undivided Interests, so as to result in
the receipt of consideration in an amount equal to the aggregate principal
amount of the Equipment Notes and ETCs to be issued from time to time, as
contemplated by the Participation Agreement and the Equipment Trust Agreements,
respectively, and, concurrently therewith, the Pass Through Trustee shall
purchase, in the case of the Equipment Notes pursuant to the terms and
conditions of the Participation Agreement, the Equipment Notes (except
Postponed Notes, if any) then issued and, in the case of the ETCs pursuant to
the terms and conditions of the Union Equipment

-16-
<PAGE> 22

Trust Agreement, the ETCs then issued, at a purchase price equal to the amount
of consideration received by the Pass Through Trustee with respect to such
Equipment Notes and ETCs, respectively. Upon the issuance after the Issuance
Date of any Equipment Notes and Union ETCs not previously purchased by the Pass
Through Trustee, the Pass Through Trustee shall purchase at such time such
Equipment Notes and Union ETCs at a purchase price equal to the amount of
consideration received by the Pass Through Trustee with respect to such
Equipment Notes and Union ETCs. Except as provided in Sections 3.4 and 3.5
hereof, the Pass Through Trustee shall not execute, authenticate or deliver
Certificates in excess of the aggregate amount specified in this paragraph.
The provisions of this Subsection (a) are subject to the provisions of
Subsections (b) and (c) below.

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

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

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

-17-
<PAGE> 23

On or prior to the Initial Cut-off Date, upon the written request of
Union and the satisfaction of the closing conditions specified in the
Participation Agreement and the Union Equipment Trust Agreement, as the case
may be, the Pass Through Trustee shall purchase the Postponed Notes with the
Escrowed Funds. The purchase price shall equal the principal amount of such
Postponed Notes.

If any of the Postponed Notes will not be issued on or prior to the
Initial Cut-off Date for any reason, Union shall so notify the Pass Through
Trustee and Union shall pay to the Pass Through Trustee on the Initial Cut-off
Date for deposit in the Special Payments Account, in immediately available
funds, an amount equal to the interest that would have accrued on such
Postponed Notes at a rate or rates equal to the interest rate or rates
applicable to the Certificates issued under the Pass Through Trust from the
Issuance Date to, but not including, [December 30, 1995] and the Pass Through
Trustee shall transfer an amount equal to that amount of Escrowed Funds that
would have been used to purchase such Postponed Notes and the amount paid by
Union under this paragraph to the Special Payments Account for distribution as
a Special Payment in accordance with the provisions hereof.

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

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

-18-
<PAGE> 24

Notes or Union ETCs will not be issued, on the next Special Distribution Date,
if such investments are reasonably available for purchase.

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

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

If any of the applicable Equipment Notes or Union ETCs will not be
issued on or prior to the Cut-off Date for any reason, Union shall so notify
the Pass Through Trustee and Union shall pay to the Pass Through Trustee on the
Cut-off Date for deposit in the Special Payments Account, in immediately
available funds, an amount equal to the interest that would have accrued on
such Equipment Notes or Union ETCs, as the case may be, at a rate or rates
equal to the interest rate or rates applicable to the Certificates issued under
the Pass Through Trust from the Issuance Date to, but not including, December
__, 1995 and the Pass Through Trustee shall transfer an amount equal to that
amount of Escrowed Funds that would have been used to purchase such Equipment
Notes or Union ETCs and the amount paid by Union under this paragraph to the
Special Payments Account for distribution as a Special Payment in accordance
with the provisions hereof.

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

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

-19-
<PAGE> 25

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

ARTICLE III

THE CERTIFICATES

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

-20-
<PAGE> 26

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

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

-21-
<PAGE> 27

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

-22-
<PAGE> 28

SECTION 3.9. Book-Entry and Registered Certificates.

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

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

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

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

(iv) the rights of Certificate Owners shall be exercised only
through the Clearing Agency and shall be limited to those established
by law and agreements

-23-
<PAGE> 29

between such Certificate Owners and the Clearing Agency Participants;
and until Registered Certificates are issued pursuant to Subsection
(d) below, the Clearing Agency will make book-entry transfers among
the Clearing Agency Participants and receive and transmit
distributions of principal and interest and Make-Whole Amount, if any,
on the Certificates to such Clearing Agency Participants; and

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

(d) If (i) Union, on behalf of the Companies, advises the Pass
Through Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities and the Pass Through Trustee or
Union, on behalf of the Companies is unable to locate a qualified successor,
(ii) Union, on behalf of the Companies, at its option, advises the Pass Through
Trustee in writing that it elects to terminate the book-entry system through
the Clearing Agency or (iii) after the occurrence of an Event of Default,
Certificate Owners of Book-Entry Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Pass Through
Trust, by act of such Certificate Owners delivered to the Companies, and the
Pass Through Trustee, advise the Pass Through Trustee and the Clearing Agency
through the Clearing Agency Participants in writing that the

-24-
<PAGE> 30

continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Certificate Owners, then the Pass Through Trustee
shall notify all Certificate Owners, through the Clearing Agency, of the
occurrence of any such event and of the availability of Registered
Certificates. Upon surrender to the Pass Through Trustee of all the
Certificates held by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration of Registered
Certificates in the names of Certificate Owners, the Pass Through Trustee shall
issue and deliver the Registered Certificates in accordance with the
instructions of the Clearing Agency. Upon the issuance of Registered
Certificates pursuant to this Section 3.9(d), the Record Date with respect to
such Registered Certificates shall be the fifth Business Day preceding a
Regular Distribution Date or Special Distribution Date, as applicable. Neither
the Companies, the Registrar, the Paying Agent nor the Pass Through Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such registration
instructions. Upon the issuance of Registered Certificates, the Pass Through
Trustee shall recognize the Persons in whose name the Registered Certificates
are registered as the Certificateholders hereunder. Neither the Companies nor
the Pass Through Trustee shall be liable if the Pass Through Trustee or Union,
on behalf of the Companies is unable to locate a qualified successor Clearing
Agency.

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

ARTICLE IV

DISTRIBUTIONS; STATEMENTS TO
CERTIFICATEHOLDERS

SECTION 4.1. Certificate Account and Special Payments Account.

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

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

-25-
<PAGE> 31

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

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

(d) The Pass Through Trustee shall present to the Equipment Trust
Trustee to which an ETC relates such ETC on the date of its stated final
maturity.

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

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

-26-
<PAGE> 32

received in the manner described in the preceding sentence to the
Certificateholders of record on the Record Date with respect to such Regular
Distribution Date.

(b) On each Special Distribution Date with respect to any Special
Payment or as soon thereafter as the Pass Through Trustee has confirmed receipt
of the Special Payments due on the Equipment Notes or ETCs or realized upon the
sale of any Equipment Note or ETCs, the Pass Through Trustee shall distribute
out of the Special Payments Account the entire amount deposited therein
pursuant to Section 4.1(b) of such Special Payment. There shall be so
distributed to each Certificateholder of record on the Record Date with respect
to such Special Distribution Date (other than as provided in Section 11.1
concerning the final distribution) by check mailed to such Certificateholder at
the address appearing in the Register, such Certificateholder's pro rata share
(based on the aggregate Fractional Undivided Interest held by such
Certificateholder) of the aggregate amount in the Special Payments Account on
account of such Special Payment; provided, however, that prior to the time that
any Certificates are issued in the form of Registered Certificates, each
Certificateholder may request in writing that such amount be distributed by
wire transfer of immediately available funds to an account specified by such
Certificateholder.

(c) The Pass Through Trustee shall at the expense of the Companies
cause notice of each Special Payment to be mailed to each Certificateholder at
his address as it appears in the Register. In the case of a Special Payment
other than pursuant to the fifth paragraph of Section 2.1(b) or the fifth
paragraph of Section 2.1(c), such notice shall be mailed not less than 15 days
prior to the date any such Special Payment is scheduled to be distributed. In
the case of a Special Payment pursuant to the fifth paragraph of Section 2.1(b)
or the fifth paragraph of Section 2.1(c) such notice should be given as
promptly as practicable after the receipt of notice from the Companies that
Postponed Notes or the Equipment Notes or Union ETCs referred to in Section
2.1(c) will not be issued. In the case of any other Special Payments, such
notice shall be mailed as soon as practicable after the Pass Through Trustee
has confirmed that it has received funds for such Special Payment. Notices
mailed by the Pass Through Trustee shall set forth:

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

(ii) the amount of the Special Payment for each $1,000 face
amount Certificate (taking into account any payment to be made by the
Companies pursuant to Section 2.1(b) or (c), as applicable) and the
amount thereof constituting principal, Make-Whole Amount, if any, and
interest,

(iii) the reason for the Special Payment, and

-27-
<PAGE> 33

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

SECTION 4.3. Statements to Certificateholders.

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

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

(iii) The Pool Balance and the Pool Factor.

-28-
<PAGE> 34

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

ARTICLE V

THE COMPANIES

SECTION 5.1. Maintenance of Corporate Existence. Each of the
Companies, at its own cost and expense, will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence, rights and franchises, except as otherwise specifically permitted in
Section 5.2; provided, however, that neither of the Companies shall be required
to preserve any right or franchise if it shall determine that the preservation
thereof is no longer desirable in the conduct of its business.

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

(a) Union shall not consolidate with or merge into any other
corporation or sell or convey all or substantially all of its assets to any
Person, nor shall Union permit Procor to consolidate with or merge into any
other corporation or sell or convey all or substantially all of its assets to
any Person (other than an Affiliate of Union), unless the corporation formed by
such consolidation or into which Union or Procor, as applicable, is merged or
the Person which acquires by sale or conveyance all or substantially all of the
assets of Union or Procor, as applicable, shall be a corporation organized and
existing under the laws of the United States of America or any State or the
District of Columbia or, in the case of Procor any province of Canada, and
shall execute and deliver to the Pass Through Trustee an agreement in form
reasonably satisfactory to the Pass Through Trustee containing an assumption by
such successor corporation of the due and punctual performance and observance
of each covenant and condition of this Agreement to which Union or Procor, as
applicable, is a party.

-29-
<PAGE> 35

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

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

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

ARTICLE VI

DEFAULT

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

-30-
<PAGE> 36

under either Equipment Trust Agreement, the Pass Through Trustee may, and upon
the direction of the Certificateholders holding Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in the Pass Through Trust, shall, vote all of the Equipment Notes issued under
such Indenture or the ETCs issued under such Equipment Trust Agreement, as the
case may be, to which such Event of Default relates that are held in the Pass
Through Trust to direct such Indenture Trustee or such Equipment Trust Trustee,
as the case may be, regarding the exercise of remedies provided in Article V of
the Indenture or Article V of such Equipment Trust Agreement, as the case may
be. In addition, if an Equipment Trust Default has occurred and is continuing
under the Procor ETC, the Pass Through Trustee in its own name, or as trustee
of an express trust, or as attorney-in-fact for the Certificateholders, may,
and upon direction of Certificateholders holding Certificates evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in the Pass Through Trust, shall, pursue such remedies as available to the Pass
Through Trustee against Union under the Guarantee.

In addition, after an Event of Default shall have occurred and be
continuing with respect to any Equipment Notes or ETCs, the Pass Through
Trustee may in its discretion, and upon the direction of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Pass Through Trust shall, by such
officer or agent as it may appoint, sell, convey, transfer and deliver (to the
extent permitted by applicable law) all or part of such Equipment Notes or
ETCs, without recourse to or warranty by the Pass Through Trustee or any
Certificateholder, to any Person. In any such case, the Pass Through Trustee
shall sell, assign, contract to sell or otherwise dispose of and deliver such
Equipment Note or Equipment Notes or ETC or ETCs in one or more parcels at
public or private sale or sales, at any location or locations at the option of
the Pass Through Trustee, all upon such terms and conditions as it may
reasonably deem advisable and at such prices as it may reasonably deem
advisable, for cash. If the Pass Through Trustee so decides or is required to
sell or otherwise dispose of any Equipment Note or ETC pursuant to this
Section, the Pass Through Trustee shall take such of the actions described
above as it may reasonably deem most effectual to complete the sale or other
disposition of such Equipment Note or ETC, so as to provide for the payment in
full of all amounts due on the Certificates. Notwithstanding the foregoing,
any action taken by the Pass Through Trustee under this Section shall not, in
the reasonable judgment of the Pass Through Trustee, be adverse to the best
interests of the Certificateholders and the Pass Through Trustee shall give
written notice to Procor of its proposed sale of the Procor ETC or any part
thereof at least 20 days prior to the proposed sale. Such notice shall
constitute an offer to Procor to sell the Procor ETC or such part thereof to
Procor for a price equal to the outstanding principal amount thereof, plus all
accrued and unpaid interest thereon, including interest at the Penalty Rate (as
defined in the Procor Equipment Trust Agreement), if any, plus all other
amounts due and owing thereunder and the costs and expenses incurred by the
Pass Through Trustee, the Certificateholders and the Certificate Owners in
connection with the collection thereof and enforcement of remedies relating
thereto. If prior to the expiration of such 20 day period, Procor pays the
purchase price aforesaid to the Pass

-31-
<PAGE> 37

Through Trustee, the Pass Through Trustee shall transfer all of its right,
title and interest in and to the Procor ETC or such part thereof to Procor. If
Procor does not pay such purchase price to the Pass Through Trustee prior to
the expiration of such 20 day period, the Pass Through Trustee shall be free to
sell the Procor ETC under this paragraph to any Person. The Pass Through
Trustee shall be required to give no more than one notice under this paragraph
and Procor acknowledges that the failure of any proposed sale of the Procor ETC
or part thereof shall not entitle Procor to receive any additional notice
hereunder.

If, with respect to any Equipment Notes, an Indenture Default shall
have occurred and be continuing and the Owner Trustee, which is a party to the
Indenture has elected, in accordance with the provisions of Section 5.04(b) of
the Indenture, to purchase all of the then outstanding Equipment Notes issued
under the Indenture at a price equal to the aggregate unpaid principal amount
thereof, together with accrued interest thereon to the date of such purchase,
then the Pass Through Trustee shall sell to such Owner Trustee all of the
Equipment Notes issued under the Indenture held in the Pass Through Trust at a
price equal to the aggregate unpaid principal amount thereof, together with
accrued interest thereon to the date of such sale.

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

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

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

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

-32-
<PAGE> 38

SECTION 6.3. Judicial Proceedings Instituted by Pass Through Trustee.

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

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

-33-
<PAGE> 39

under this Pass Through Trust Agreement, including any right of the Pass
Through Trustee as holder of the Equipment Notes or ETCs, provided that:

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

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

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

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

SECTION 6.5. Waiver of Past Defaults. The Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in the Pass Through Trust may on behalf of all of
the Certificateholders waive any past Event of Default hereunder and its
consequences or may instruct the Pass Through Trustee to waive any past default
under the Indenture, either Equipment Trust Agreement or this Agreement and its
consequences, except a default (i) in the payment of the principal of,
Make-Whole Amount, if any, or interest on any Equipment Notes or ETCs, as the
case may be, or (ii) in respect of a covenant or provision hereof which under
Article IX hereof cannot be modified or amended without the consent of the
Certificateholder holding each Outstanding Certificate affected.

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

-34-
<PAGE> 40

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

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

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

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

-35-
<PAGE> 41

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

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

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

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

ARTICLE VII

THE PASS THROUGH TRUSTEE

SECTION 7.1. Certain Duties and Responsibilities.

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

(i) the Pass Through Trustee undertakes to perform only such
duties as are specifically set forth in this Pass Through Trust
Agreement, and no implied covenants, duties or obligations shall be
read into this Pass Through Trust Agreement against the Pass Through
Trustee; and

-36-
<PAGE> 42

specifically required to be furnished to the Pass Through Trustee, the
Pass Through Trustee shall be under a duty to examine the form of the
same to determine whether or not they substantially conform to the
requirements of this Pass Through Trust Agreement, but shall be under
no duty to investigate the facts contained therein.

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

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

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

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

-37-
<PAGE> 43

known to the Pass Through Trustee, unless such default shall have been cured or
waived; provided, however, that, except in the case of a default in the payment
of the principal of (or Make-Whole Amount, if any) or interest on any Equipment
Note or ETC, as the case may be, the Pass Through Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the
Pass Through Trustee in good faith determine that the withholding of such
notice is in the interests of the Certificateholders. For the purpose of this
Section, the term "default" means the occurrence of any Event of Default,
except that in determining whether any such Event of Default has occurred for
the purposes of this paragraph any grace period or notice in connection
therewith shall be disregarded.

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

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

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

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

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

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

-38-
<PAGE> 44

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

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

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

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

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

-39-
<PAGE> 45

SECTION 7.7. Compensation and Reimbursement. The Companies agree,
severally and not jointly:

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

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

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

-40-
<PAGE> 46

willful misconduct or bad faith, on its part, arising out of or in
connection with the acceptance or administration of this Pass Through
Trust, including any costs and expenses reasonably incurred in
contesting the imposition of any such tax. The Pass Through Trustee,
in its individual capacity, shall notify the Companies promptly of any
tax for which it may seek indemnity. The Companies shall defend
against the imposition of such tax and the Pass Through Trustee, in
its individual capacity, shall cooperate in the defense. The Pass
Through Trustee, in its individual capacity, may have separate counsel
with the consent of the Companies, and the Companies will pay the
reasonable fees and expenses of such counsel. The Companies need not
pay for any taxes paid, in settlement or otherwise, without their
consent.

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

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

-41-
<PAGE> 47

SECTION 7.9. Resignation and Removal; Appointment of Successor.

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

(d) If at any time:

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

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

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

then, in any case, (x) the Companies may remove the Pass Through Trustee or (y)
subject to Section 6.6, any Certificateholder who has been a bona fide
Certificateholder for at least six

-42-
<PAGE> 48

months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Pass Through Trustee
and the appointment of a successor Pass Through Trustee.

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

(f) If the Pass Through Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Pass
Through Trustee for any cause, Union shall promptly appoint a successor Pass
Through Trustee. If, within one year after such resignation, removal or
incapacity, or the occurrence of such vacancy, a successor Pass Through Trustee
shall be appointed by Act of the Certificateholders holding Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Pass Through Trust delivered to the Companies, the Owner
Trustee, the Indenture Trustee, the Equipment Trust Trustees and the retiring
Pass Through Trustee, the successor Pass Through Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Pass
Through Trustee and supersede the retiring Pass Through Trustee. If no
successor Pass Through Trustee shall have been so appointed as provided above
and accepted appointment in the manner hereinafter provided, any
Certificateholder who has been a bona fide Certificateholder for at least six
months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Pass
Through Trustee.

-43-
<PAGE> 49

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

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

SECTION 7.12. Maintenance of Agencies.

-44-
<PAGE> 50

[_________________________________]. Written notice of the location of each
such other office or agency and of any change of location thereof shall be
given by the Pass Through Trustee to Union, the Owner Trustee, the Indenture
Trustee, the Equipment Trust Trustees and the Certificateholders. In the event
that no such office or agency shall be maintained or no such notice of location
or of change of location shall be given, presentations and demands may be made
and notices may be served at the Corporate Trust Office of the Pass Through
Trustee.

(d) Any Authorized Agent may at any time resign by giving written
notice of resignation to the Pass Through Trustee, the Companies, the Owner
Trustee, the Equipment Trust Trustees and the Indenture Trustee. The Companies
may, and at the request of the Pass Through Trustee shall, at any time
terminate the agency of any Authorized Agent by giving written notice of
termination to such Authorized Agent and to the Pass Through Trustee. Upon the
resignation or termination of an Authorized Agent or in case at any time any
such Authorized Agent shall cease to be eligible under this Section (when, in
either case, no other Authorized Agent performing the functions of such
Authorized Agent shall have been appointed), the Companies shall promptly
appoint one or more qualified successor Authorized Agents, reasonably
satisfactory to the Pass Through Trustee, to perform the functions of the
Authorized Agent which has resigned or whose agency has been terminated or who
shall have ceased to be eligible under this Section. Union shall give written
notice of

-45-
<PAGE> 51

any such appointment made by them to the Pass Through Trustee, the Owner
Trustee, the Equipment Trust Trustees and the Indenture Trustee; and in each
case the Pass Through Trustee shall mail notice of such appointment to all
Certificateholders as their names and addresses appear on the Register.

(e) The Companies agree, severally and not jointly, to pay, or cause
to be paid, pursuant to separate agreements from time to time to each
Authorized Agent reasonable compensation for its services and to reimburse it
for its reasonable expenses.

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

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

SECTION 7.14. Registration of Equipment Notes and ETCs in Pass
Through Trustee's Name. The Pass Through Trustee agrees that all Equipment
Notes, ETCs, Permitted Investments, if any, and Specified Investments, if any,
shall be issued in the name

-46-
<PAGE> 52

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

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

(i) the Pass Through Trustee is a [____________________],
validly existing and holding a valid certificate to conduct business
as a [_______________________] with trust powers under the laws of the
[__________________________________];

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

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

-47-
<PAGE> 53

registration with, or the taking of any other action in respect of,
any United States or [___________________] governmental authority or
agency regulating the banking and corporate trust activities of the
Pass Through Trustee, other than any such authorization, consent or
approval as has been duly obtained or given and is in full force and
effect; and

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

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

-48-
<PAGE> 54

ARTICLE VIII

CERTIFICATEHOLDERS' LISTS AND REPORTS BY PASS THROUGH TRUSTEE

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

SECTION 8.3. Reports by Pass Through Trustee.

(a) Within 60 days after May 1 of each year commencing with the year
1995, the Pass Through Trustee shall transmit to the Certificateholders, as
provided in Section 313(c) of the Trust Indenture Act, a report dated as of
such May 1, if required by Section 313(a) of the Trust Indenture Act. The Pass
Through Trustee shall also comply with Section 313(b) of the Trust Indenture
Act.

-49-
<PAGE> 55

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

SECTION 8.4. Reports by the Company. Union shall and, if Procor
becomes subject to the periodic reporting requirements of Section 13 or 15(d)
of the Exchange Act, Procor shall:

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

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

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

(d) furnish to the Pass Through Trustee, not less often than
annually, a certificate from the principal executive officer, principal
financial officer or principal accounting officer thereof as to his or her
knowledge of Union's and Procor's compliance with all conditions and covenants
under this Agreement. For purposes of this subsection (d), such compliance
shall be determined without regard to any period of grace or requirement of
notice provided under this Agreement. Until such time as Procor becomes a
reporting company under the Exchange Act, such annual certificate may be
furnished as to both Union and Procor by a Responsible Officer of Union.

-50-
<PAGE> 56

ARTICLE IX

SUPPLEMENTS TO PASS THROUGH TRUST AGREEMENT

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

(i) to evidence the succession of another corporation to
Union or Procor and the assumption by any such successor of the
covenants of Union or Procor herein contained;

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

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

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

SECTION 9.2. Supplements to Pass Through Trust Agreement with Consent
of Certificateholders. With the consent of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less
than a majority in interest, by Act of such Certificateholders delivered to the
Companies and the Pass Through Trustee, the Companies may (with the consent of
the Owner Trustee, if any, such consent not to be unreasonably withheld), and
the Pass Through Trustee (subject to Section 9.3) shall, enter into an
agreement or agreements supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Pass Through Trust

-51-
<PAGE> 57

Agreement or of modifying in any manner the rights and obligations of the
Certificateholders under this Pass Through Trust Agreement; provided, however,
that no such supplemental agreement shall, without the consent of each
Certificateholder of an Outstanding Certificate affected thereby:

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

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

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

(iv) modify Article XII or otherwise release Union from its
obligations under the Guarantee; or

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

-52-
<PAGE> 58

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

ARTICLE X

AMENDMENTS TO INDENTURE, NOTE DOCUMENTS,
EQUIPMENT TRUST AGREEMENTS AND ETC DOCUMENTS

In the event that the Pass Through Trustee, as holder of any Equipment
Note or an ETC in trust for the benefit of the Certificateholders, receives a
request for a consent to any amendment, modification, waiver or supplement
under the Indenture, other Note Document, either Equipment Trust Agreement,
other ETC Document or the Participation Agreement, the Pass Through Trustee
shall forthwith send a notice of such proposed amendment modification, waiver
or supplement, to each Certificateholder registered on the Register as of such
date. The Pass Through Trustee shall request from the Certificateholders
Directions as to (a) whether or not to direct the Indenture Trustee or such
Equipment Trust Trustee, as the case may be, to take or refrain from taking any
action which a holder of such Equipment Note or ETC, as the case may be, has
the option to direct, (b) whether or not to give or execute any waivers,
consents, amendments, modifications or supplements as a holder of such
Equipment Note or ETC, as the case may be, and (c) how to vote any Equipment
Note

-53-
<PAGE> 59

or ETC, as the case may be, if a vote has been called for with respect thereto.
Provided such a request for Certificateholder Direction shall have been made,
in directing any action or casting any vote or giving any consent as the holder
of any Equipment Note or ETC, as the case may be, the Pass Through Trustee
shall vote or consent with respect to such Equipment Note or ETC, as the case
may be, in the same proportion as the Certificates were actually voted by Acts
of Certificateholders delivered to the Pass Through Trustee prior to two
Business Days before the Pass Through Trustee directs such action or casts such
vote or gives such consent. Notwithstanding the foregoing, but subject to
Section 6.4, in the case that an Event of Default hereunder shall have occurred
and be continuing, the Pass Through Trustee may, in its own discretion and at
its own direction, consent and notify the Indenture Trustee or Equipment Trust
Trustee of such consent to any amendment, modification, waiver or supplement
under the Indenture, and other Note Document, any Equipment Trust Agreement,
any other ETC Document or the Participation Agreement.

ARTICLE XI

TERMINATION OF PASS THROUGH TRUST

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

-54-
<PAGE> 60

Pass Through Trustee shall cause to be distributed to Certificateholders
amounts distributable on such Regular Distribution Date (or Special
Distribution Date, as the case may be) pursuant to Section 4.2.

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

ARTICLE XII

GUARANTEE OF UNION

SECTION 12.1. Guarantee. Subject to the provisions of this
Article XII, Union hereby irrevocably and unconditionally guarantees, as a
primary obligor and not a surety, to each Certificateholder of a Certificate
now or hereafter authenticated and delivered by the Pass Through Trustee and to
the Pass Through Trustee and it successors and assigns, irrespective of the
validity and enforceability of this Pass Through Trust Agreement, the
Certificates hereunder, the Procor Equipment Trust Agreement or the Procor ETC
thereunder, the due and punctual distribution to Certificateholders of the
amounts of principal of, and interest (including post-petition interest in any
proceeding under any applicable bankruptcy law whether or not permitted
thereby), and interest on overdue principal and interest, if any, to the extent
lawful, payable with respect to the Procor ETC when and as the same shall
become due and payable, whether by acceleration thereof, or otherwise
(including amounts that would become due but for the operation of the automatic
stay under applicable bankruptcy law), in accordance with the terms of the
Procor ETC and of this Pass Through Trust Agreement. Union also hereby
guarantees for the benefit of the Persons identified in the preceding sentence,
the due and punctual performance by Procor of its obligations under the Procor
Equipment Trust Agreement. Union hereby agrees that its obligations hereunder
shall be absolute and unconditional, irrespective of, and shall be unaffected
by, any failure to enforce the provisions of the Procor ETC or this Pass
Through Agreement, any waiver, modification or indulgence granted to Procor
with respect thereto by the Certificateholders, the Equipment Trust Trustee or
the Pass Through Trustee, or any other circumstances which may otherwise
constitute a legal or equitable discharge of a surety or guarantor. Union
hereby waives diligence, presentment, filing of claims with a court in the
event of a merger or bankruptcy of Procor, any right to require a proceeding
first against Procor, the benefit

-55-
<PAGE> 61

of discussion, protest or notice with respect to the Procor ETC or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Guarantee shall not be discharged as to the Procor ETC except by payment
in full of the principal thereof and all accrued interest thereon and all other
amounts due with respect thereto.

Union shall be subrogated to all rights of the
Certificateholders against Procor in respect of any amounts paid to the
Certificateholders by Union pursuant to the provisions of this Guarantee;
provided, however, that Union shall not be entitled to enforce, or to receive
any payments arising out of or based upon, such right of subrogation until all
amounts payable to the Pass Through Trustee hereunder with respect to the
Procor ETC shall have been paid in full.

The Guarantee set forth in this Section 12.1 shall not be
valid or become obligatory for any purpose with respect to a Certificate until
the certificate of authentication on such Certificate shall have been signed by
or on behalf of the Pass Through Trustee.

The parties hereto acknowledge that payments by Union
hereunder with respect to (i) principal attributable to the Procor ETC shall
have the effect of reducing on a dollar for dollar basis the outstanding
principal amount of the Procor ETC and (ii) accrued interest attributable to
the Procor ETC shall have the effect of reducing on a dollar for dollar basis
the outstanding accrued interest on the Procor ETC. For the purposes of this
paragraph only, payments by Union hereunder shall first be applied against
outstanding accrued interest then against outstanding principal.

SECTION 12.2. Execution and Delivery of Guarantee.

(a) To evidence the Guarantee set forth in this Article
XII, Union hereby agrees that a notation of the Guarantee shall be placed on
each Certificate authenticated and delivered by the Pass Through Trustee on or
after the date the Trust Property includes the Procor ETC.

(b) A Responsible Officer of Union shall sign the
notation of Guarantee on the Certificates by manual or facsimile signature. If
a Responsible Officer whose signature is on the notation of Guarantee no longer
holds that office at the time the Pass Through Trustee authenticates the
Certificate on which the Guarantee is endorsed, the Guarantee shall be valid
nevertheless. Union hereby agrees that the Guarantee set forth in Section 12.1
shall remain in full force and effect notwithstanding any failure to endorse on
each Certificate a notation of the Guarantee.

(c) The delivery of any Certificate by the Pass Through
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of the Guarantee set forth in this Pass Through Trust Agreement on
behalf of Union.

-56-
<PAGE> 62

SECTION 12.3. Limitation of Union's Liability. Union hereby
confirms that it is its intention that the Guarantee not constitute a
fraudulent transfer or conveyance for purposes of any bankruptcy law,
fraudulent conveyance act, or any similar law. To effectuate the foregoing
intention, Union hereby irrevocably agrees that its obligations under the
Guarantee shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other (contingent or otherwise) liabilities of
Union that are relevant under such laws, and after giving effect to any rights
to contribution pursuant to any agreement providing for an equitable
contribution among Union and other Affiliates of Procor, such maximum amount
shall result in the obligations of Union in respect of such maximum amount not
constituting a fraudulent transfer or conveyance.

SECTION 12.4. Guarantee Unconditional. Upon failure of
payment when due of any amount so guaranteed for whatever reason, Union will be
obligated to pay the same immediately. Union hereby agrees that its
obligations hereunder shall be continuing, absolute and unconditional,
irrespective of: any delays in obtaining or realizing upon or failure to
obtain or realize upon Trust Property; the recovery of any judgment against
Procor or Union; any extension, renewal settlement, compromise, waiver or
release in respect of any obligation of Procor under this Pass Through Trust
Agreement or the Procor ETC, by operation of law or otherwise; any modification
or amendment of or supplement to this Pass Through Trust Agreement or the
Procor ETC; any change in the corporate existence, structure or ownership of
Procor, or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting Procor or its assets or any resulting release or discharge
of any obligation of Procor contained in this Pass Through Trust Agreement or
the Procor ETC; the existence of any claim, set-off or other rights which Union
may have at any time against Procor, the Pass Through Trustee, any
Certificateholder or any other Person, whether in connection herewith or any
unrelated transactions; provided that nothing herein shall prevent the
assertion of any such claim by separate suit or compulsory counterclaim; any
invalidity or unenforceability relating to or against Procor for any reason of
this Pass Through Trust Agreement or the Procor ETC, or any provision of
applicable law or regulation purporting to prohibit the payment by Procor of
the principal of or interest on the Procor ETC or any other amount payable by
Procor under this Pass Through Trust Agreement, or the Procor ETC; or any other
act or omission to act or delay of any kind by Procor, the Pass Through
Trustee, any Certificateholder, or any other Person or any other circumstance
whatsoever which might, but for the provisions of this paragraph, constitute a
legal or equitable discharge of Union's obligations hereunder. Union hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of Procor, any right to require a
proceeding first against Procor, protest, notice and all demand whatsoever and
covenants that this Guarantee will not be discharged except by the complete
performance of the obligations contained in the Procor ETC, this Pass Through
Trust Agreement and in this Article XII. Union's obligations hereunder shall
remain in full force and effect until this Pass Through Trust Agreement shall
have terminated and the principal of and interest on the Procor ETC and all
other obligations payable by Procor relating thereto shall have been paid in
full. If at any time the distribution of any payment of the principal

-57-
<PAGE> 63

of or interest with respect to the Procor ETC or any other amount payable by
Procor under this Pass Through Trust Agreement is rescinded or must be
otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of Procor or otherwise, Union's obligations hereunder with
respect to such payment shall be reinstated as though such payment had been due
but not made at such time, and this Article XII, to the extent theretofore
discharged, shall be reinstated in full force and effect. Union irrevocably
waives any and all rights to which it may be entitled, by operation of law or
otherwise, upon making any payment hereunder to be subrogated to the rights of
the payee against Procor with respect to such payment or otherwise to be
reimbursed, indemnified or exonerated by Procor in respect thereof until all
obligations of Procor under the Procor ETC are satisfied. Union further agrees
that, as between Union, on the one hand, and the Certificateholders and the
Pass Through Trustee, on the other hand, (i) the maturity of the obligations
guaranteed hereby may be accelerated as provided in Article VI hereof for the
purposes of this Guarantee, notwithstanding any stay, injunction or other
prohibition preventing such acceleration in respect of the obligations
guaranteed hereby and (ii) in the event of any declaration of acceleration of
such obligations as provided in Article VI hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by Union for the
purpose of this Article XII.

ARTICLE XIII

MISCELLANEOUS PROVISIONS

SECTION 13.1. Limitation on Rights of Certificateholders. The death
or incapacity of any Certificateholder shall not operate to terminate this Pass
Through Trust Agreement or the Pass Through Trust, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a partition or
winding up of the Pass Through Trust, nor otherwise affect the rights,
obligations and liabilities of the parties hereto or any of them.

SECTION 13.2. Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the Pass
Through Trust, the Fractional Undivided Interests represented by the
Certificates shall be nonassessable for any losses or expenses of the Pass
Through Trust or for any reason whatsoever, and Certificates upon
authentication thereof by the Pass Through Trustee pursuant to Section 3.2 are
and shall be deemed fully paid. No Certificateholder shall have any right
(except as expressly provided herein) to vote or in any manner otherwise
control the operation and management of the Trust Property, the Pass Through
Trust established hereunder, or the obligations of the parties hereto, nor
shall anything set forth herein, or contained in the terms of the Certificates,
be construed so as to constitute the Certificateholders from time to time as
partners or members of an association.

-58-
<PAGE> 64

SECTION 13.3. Notices.

if to Union, to:

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

if to Procor, to:

Procor Limited
2001 Speers Road
Oakville, Ontario
Canada L6J 5E1
Attention:
Facsimile:
Telephone: (416) 827-4111

with a copy to:

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

-59-
<PAGE> 65

if to the Pass Through Trustee, to:

Attention:
Facsimile:
Telephone:

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

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

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

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

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

SECTION 13.4. Communication by Certificateholder with Other
Certificateholders. Certificateholders may communicate pursuant to Section
312(b) of the Trust Indenture Act with other Certificateholders with respect to
their rights under this Pass Through Trust Agreement or under the Certificates,
and the Pass Through Trustee shall comply with Section 312(b) of the Trust
Indenture Act. The Companies and the Pass Through Trustee shall have the
protection of Section 312(c) of the Trust Indenture Act.

SECTION 13.5. Governing Law. THIS PASS THROUGH TRUST AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS

-60-
<PAGE> 66

OF THE STATE OF ________ WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OF CONFLICT
OF LAW PROVISION OR RULE AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 13.6. Severability of Provisions. Whenever possible, each
provision of this Pass Through Trust Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Pass Through Trust Agreement shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Pass Through Trust Agreement.

SECTION 13.7. Trust Indenture Act Controls. This Agreement is
subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions.

SECTION 13.8. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

SECTION 13.9. Successors and Assigns. All covenants, agreements,
representations and warranties in this Pass Through Trust Agreement by the Pass
Through Trustee, the Companies shall bind and, to the extent permitted hereby,
shall inure to the benefit of and be enforceable by their respective successors
and assigns, whether so expressed or not.

SECTION 13.10. Benefits of Pass Through Trust Agreement. Nothing in
this Pass Through Trust Agreement or in the Certificates, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, and the Certificateholders, any benefit or any legal or equitable
right, remedy or claim under this Pass Through Trust Agreement.

SECTION 13.11. Legal Holidays. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate
shall not be a Business Day, then (notwithstanding any other provision of this
Pass Through Trust Agreement) payment need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such Regular Distribution Date or Special Distribution Date, and no
interest shall accrue during the intervening period.

SECTION 13.12. Counterparts. For the purpose of facilitating the
execution of this Pass Through Trust Agreement and for other purposes, this
Pass Through Trust Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
all of which counterparts shall constitute but one and the same instrument.

-61-
<PAGE> 67

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

UNION TANK CAR COMPANY

Attest: By __________________________
Title:

__________________________
Title:

PROCOR LIMITED

Attest: By __________________________
Title:

__________________________
Title:

[_____________________________],
as Pass Through Trustee

Attest: By __________________________
Title:

__________________________
Title:

-62-
<PAGE> 68

EXHIBIT A

FORM OF CERTIFICATE

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

UNION TANK CAR COMPANY

PROCOR LIMITED

1995-A2 PASS THROUGH TRUST

Pass Through Certificate,
Series 1995-A2

Final Distribution Date: ________________

evidencing a fractional undivided interest in a trust, the
property of which includes certain equipment notes (the "Equipment
Notes") and Equipment Trust Certificates ("ETCs") each secured by
equipment leased to Union Tank Car Company or conditionally sold
to Procor Limited.

Certificate
No. ___ $ __________ Fractional Undivided Interest
representing 100% of the Trust

A-1
<PAGE> 69

to herein collectively as the "Companies"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Pass Through Trust Agreement. This Certificate is one of the duly
authorized Certificates designated as "Pass Through Certificates, Series
1995-A2" (herein called the "Certificates"). This Certificate is issued under
and is subject to the terms, provisions, and conditions of the Pass Through
Trust Agreement, to which Pass Through Trust Agreement the Certificateholder of
this Certificate by virtue of the acceptance hereof assents and by which such
Certificateholder is bound. The property of the Pass Through Trust (the "Trust
Property") includes certain Equipment Notes and ETCs and rights under a Union
guarantee of the due and punctual distribution to Certificateholders of
principal and interest payable with respect to the Procor ETC. Each issue of
Equipment Notes and ETCs is secured by, among other things, a security interest
in Equipment leased to Union or conditionally sold to Procor, as the case may
be.

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

A-2
<PAGE> 70

be made by check mailed to the Person entitled thereto. Except as otherwise
provided in the Pass Through Trust Agreement and notwithstanding the above, the
final distribution on this Certificate will be made after notice mailed by the
Pass Through Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency of the
Pass Through Trustee specified in such notice.

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

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

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

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

UNION TANK CAR COMPANY
1995-A2 PASS THROUGH TRUST

By:[___________________________],
as Pass Through Trustee

By:__________________________
Title:

A-3
<PAGE> 71

[Reverse of Certificate]

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

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

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

A-4
<PAGE> 72

aggregate Fractional Undivided Interest in the Pass Through Trust will be
issued to the designated transferee or transferees.

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

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

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

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

A-5
<PAGE> 73

[FORM OF THE PASS THROUGH TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

Dated:

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

[_____________________________],
as Pass Through Trustee

By: __________________________
Authorized Officer

A-6
<PAGE> 74

EXHIBIT B

GUARANTEE

Union Tank Car Company, a Delaware corporation ("Union"),
which term includes any successor or assign under the Pass Through Trust
Agreement 1995-A2, dated as of September __, 1995, among Union, Procor Limited,
a Canadian corporation ("Procor"), and _______________, as Pass Through
Trustee, (the "Pass Through Trust Agreement"), has irrevocably and
unconditionally guaranteed the due and punctual distribution to
Certificateholders of principal and interest payable with respect to the Procor
ETC (as defined in the Pass Through Trust Agreement), whether at stated
maturity or otherwise, and certain other obligations of Procor as specified in
Article XII of the Pass Through Trust Agreement and has agreed to pay any and
all costs and expenses (including reasonable attorneys' fees) incurred by the
Pass Through Trustee or any Certificateholder in enforcing any rights under
this Guarantee.

The obligations of Union to the Certificateholders and to the
Pass Through Trustee pursuant to this Guarantee and the Pass Through Trust
Agreement are expressly set forth in Article XII of the Pass Through Trust
Agreement and reference is hereby made to such for the precise terms of this
Guarantee.

No stockholder, officer, director or incorporator, as such,
past, present or future of Union shall have any liability under this Guarantee
by reason of his or its status as such stockholder, officer, director or
incorporator.

This is a continuing Guarantee and shall remain in full force
and effect and shall be binding upon Union and its successors and assigns until
full and final payment of all of the guaranteed obligations under the Pass
Through Trust Agreement and shall inure to the benefit of the successors and
assigns of the Pass Through Trustee and the Certificateholders and, in the
event of any transfer or assignment of rights by any Certificateholder or the
Pass Through Trustee, the rights and privileges herein conferred upon that
party shall automatically extend to and be vested in such transferee or
assignee, all subject to the terms and conditions hereof. This is a Guarantee
of payment and not of collectibility.

This Guarantee shall not be valid or obligatory for any
purpose until the certificate of authentication on the Certificate upon which
this Guarantee is noted shall have been executed by the Pass Through Trustee
under the Pass Through Trust Agreement by the manual signature of one of its
authorized officers.

THE TERMS OF ARTICLE XII OF THE PASS THROUGH TRUST AGREEMENT
ARE INCORPORATED HEREIN BY REFERENCE.

B-1
<PAGE> 75

EXHIBIT C

FORM OF
LETTER OF REPRESENTATIONS
<PAGE> 76

SCHEDULE I

<TABLE>
<CAPTION>
Equipment Notes
Issued under Principal
the Indenture: Amount Maturity
---------------------- ---------------- ---------------
<S> <C> <C>

Total

</TABLE>
<PAGE> 77

SCHEDULE IIA

<TABLE>
<CAPTION>
ETCs
Issued under Principal
Equipment Trust Agreements Amount Maturity
-------------------------- ---------------- ---------------
<S> <C> <C>

Procor ETC, Series 25-CAN $[___________]

Union ETC, Series 25 $[___________]

Total

</TABLE>
<PAGE> 78

SCHEDULE IIB

<TABLE>
<CAPTION>
ETC
Issued under Principal
Equipment Trust Agreements Amount Maturity
-------------------------- ---------------- ---------------
<S> <C> <C>

Union ETC, Series 25 $____________

Total

</TABLE>
<PAGE> 79

Reconciliation and tie between Pass Through Trust Agreement 1995-A2 dated as of
September __, 1995 and the Trust Indenture Act of 1939. This reconciliation
does not constitute part of the Pass Through Trust Agreement.

<TABLE>
<CAPTION>
Trust Indenture Act Pass Through Trust
of 1939 Section Agreement Section
------------------- -------------------
<S> <C>

310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8 [, 7.10]
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8 [, 7.10]
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.2; 6.3 (a) & (b)
(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [ ]
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.8; 7.9; 7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.18
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.18
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.9; 8.1; 8.2
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4
313 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.3
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.4
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(d)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(a)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.2
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(b)
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1(c)
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.6
316(a)(last sentence) . . . . . . . . . . . . . . . . . . . . . . . . 1.4(c)
(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.4
(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.5
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inapplicable
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.7
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4(d)
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3(a)
(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.3(b)
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.13
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [9.6,] 13.7

</TABLE>

<PAGE> 1

Exhibit 4(b)(1)

Participation Agreement

(UTC Trust No. 1995-A)
(L-13__)

Dated September __, 1995

among

Union Tank Car Company,
as Lessee

________________________________,
as Owner Trustee

_______________________________,
as Owner Participant

_______________________________,
as Indenture Trustee

and

_________________________________,
as Pass Through Trustee

Covered Hoppers and Tank Cars
<PAGE> 2

Table of Contents

<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1. DEFINITIONS; INTERPRETATION OF THIS AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 2. SALE AND PURCHASE; PARTICIPATION IN EQUIPMENT COST; CLOSING; TRANSACTION COSTS . . . . . . . . . . 2
Section 2.1. Sale and Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.2. Participation in Equipment Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.3. Closing Dates; Procedure for Participation . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.4. Owner Participant's Instructions to the Owner Trustee; Satisfaction of Conditions . . 6
Section 2.5. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.6. Calculation of Adjustments to Basic Rent, Stipulated Loss Value and Termination
Value; Confirmation and Verification . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.7. Postponement of Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 3. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.1. Representations and Warranties of the Owner Trustee . . . . . . . . . . . . . . . . . 12
Section 3.2. Representations and Warranties of the Lessee . . . . . . . . . . . . . . . . . . . . . 15
Section 3.3. Representations and Warranties of the Indenture Trustee . . . . . . . . . . . . . . . 19
Section 3.4. Representations, Warranties and Covenants Regarding
Beneficial Interest and Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . 20
Section 3.5. Representations and Warranties of the Pass Through Truste 20
Section 3.6. Representations and Warranties of the Owner Participant . . . . . . . . . . . . . . . 22
Section 3.7. Opinion Acknowledgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 4. CLOSING CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 4.1. Conditions Precedent to Investment by Each Participant . . . . . . . . . . . . . . . . 23
Section 4.2. Additional Conditions Precedent to Investment by Pass Through Trustee . . . . . . . . 28
Section 4.3. Additional Conditions Precedent to Investment by Owner Participant . . . . . . . . . . 28
Section 4.4. Conditions Precedent to the Obligation of the Lessee . . . . . . . . . . . . . . . . . 29

SECTION 5. FINANCIAL AND OTHER REPORTS OF THE LESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

SECTION 6. CERTAIN COVENANTS OF THE PARTICIPANTS, THE TRUSTEES AND THE LESSEE . . . . . . . . . . . . . . . . 31
Section 6.1. Restrictions on Transfer of Beneficial Interest . . . . . . . . . . . . . . . . . . . 31
Section 6.2. Lessor's Liens Attributable to the Owner Participant . . . . . . . . . . . . . . . . . 34
Section 6.3. Lessor's Liens Attributable to the Owner Trustee . . . . . . . . . . . . . . . . . . . 34
Section 6.4. Liens Created by the Indenture Trustee and the Loan Participant . . . . . . . . . . . 34
</TABLE>

- i -
<PAGE> 3

<TABLE>
<S> <C>
Section 6.5. Covenants of the Owner Trustee, the Owner Participant and the Indenture Trustee . . . 35
Section 6.6. Amendments to Operative Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 6.7. Covenant of the Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 6.8. Merger Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 6.9. Lessee's Purchase in Certain Circumstances . . . . . . . . . . . . . . . . . . . . . . 37
Section 6.10. Owner Participant an Affiliate of Lessee . . . . . . . . . . . . . . . . . . . . . . . 38
Section 6.11. Corporate Existence; Place of Business . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 6.12. No Impairment of Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 7. LESSEE'S INDEMNITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.1. General Tax Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 7.2. General Indemnification and Waiver of Certain Claims . . . . . . . . . . . . . . . . . 45

SECTION 8. LESSEE'S RIGHT OF QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 9. SUCCESSOR INDENTURE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

SECTION 10. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.1. Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.2. Refinancing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 10.3. Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 10.4. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 10.5. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 10.6. No Guarantee of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 10.7. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 10.8. Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 10.9. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 10.10. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 10.11. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 10.12. Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 10.13. Limitations of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 10.14. Maintenance of Non-Recourse Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 10.15. Ownership of and Rights in Units . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
</TABLE>

- ii -
<PAGE> 4

EXHIBITS

Exhibit A - Insurance
Exhibit B - Form of Guaranty

SCHEDULES

Schedule 1 - Description of Equipment and Equipment Cost
Schedule 2 - Payment Information for Participants
Schedule 3 - Schedule of Basic Rent Payments
Schedule 4 - Schedule of Stipulated Loss Value
Schedule 5 - Schedule of Termination Value
Schedule 6 - Terms of Equipment Notes
Schedule 7 - Early Purchase Information
Schedule 8 - Basic Term Purchase Information
Schedule 9 - Outside Date Purchase Information

- iii -
<PAGE> 5

PARTICIPATION AGREEMENT (UTC TRUST NO. 1995-A) (L-13__)

This Participation Agreement (UTC Trust No. 1995-A) (L-13__), dated
September __, 1995 (this "Agreement"), among (i) Union Tank Car Company, a
Delaware corporation (herein, together with its successors and assigns, called
the "Lessee"), (ii) __________________________________________________________
__, a _______________________________________ , not in its individual capacity
except as expressly stated herein, but solely as trustee under the Trust
Agreement (as hereinafter defined) (herein in such capacity, together with its
successors and assigns, called the "Owner Trustee"), (iii) ____________________
___________, a ____________ corporation (herein, together with its successors
and assigns, called the "Owner Participant"), (iv) ___________________________
_______________, a ________________________________, as trustee under the
Indenture (as defined below) (herein in such capacity, together with its
successors and assigns, called the "Indenture Trustee"), and (v) ______________
_____________________________________, a ______________________________, not
in its individual capacity except as expressly provided herein but solely as
Pass Through Trustee under the Pass Through Trust Agreement (as hereinafter
defined) (herein in such capacity, together with its successors and assigns,
called the "Pass Through Trustee" or the "Loan Participant"). The Owner
Participant and the Loan Participant are herein sometimes referred to together
as the "Participants".

WITNESSETH:

WHEREAS, concurrently with the execution and delivery of this
Agreement, the Owner Participant has entered into the Trust Agreement (UTC
Trust No. 1995-A) (L-13__) pursuant to which the Owner Trustee agrees, among
other things, to hold the Trust Estate for the benefit of the Owner Participant
thereunder on the terms specified in the Trust Agreement, subject, however, to
the Lien created under the Indenture and, subject to the terms and conditions
hereof, to purchase the Units of Equipment described in Schedules 1A and 1B
hereto from the Lessee and concurrently with such purchases to lease such Units
of Equipment to the Lessee;

WHEREAS, pursuant to the Pass Through Trust Agreement, on the Initial
Closing Date, a grantor trust will be created to facilitate the financing
contemplated hereby;

WHEREAS, concurrently with the execution and delivery of this
Agreement, the Owner Trustee has entered into the Indenture with the Indenture
Trustee pursuant to which Indenture the Owner Trustee agrees, among other
things, for the benefit of the holder or holders of the Equipment Notes, to
issue to the Pass Through Trustee as Loan Participant, the Equipment Notes as
evidence of the loan made by the Loan Participant in connection with the
financing of the Equipment Cost for the Equipment;

WHEREAS, pursuant to the terms of the Trust Agreement, the Owner
Trustee is authorized and directed by the Owner Participant (i) to accept
delivery of a Bill of Sale evidencing the purchase and transfer of title of
each Unit of Equipment to the Owner Trustee and (ii) to execute and deliver the
Lease pursuant to which, subject to the terms and conditions set forth therein,
the Owner Trustee agrees to lease to the Lessee, and the Lessee agrees to lease
from the Owner Trustee, each Unit of Equipment to be delivered on the Initial
Closing Date and

- 1 -
<PAGE> 6

the Subsequent Closing Date, such lease to be evidenced by the execution and
delivery of Lease Supplements covering such Units;

WHEREAS, concurrently with the execution and delivery of this
Agreement, the Lessee and the Owner Participant have entered into the Tax
Indemnity Agreement relating to the Equipment; and

WHEREAS, the proceeds from the sale of the Equipment Notes to the Loan
Participant will be applied, together with the equity contribution made by the
Owner Participant pursuant to this Agreement, to effect the purchase of the
Equipment by the Owner Trustee contemplated hereby.

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

SECTION 1. DEFINITIONS; INTERPRETATION OF THIS AGREEMENT.

The capitalized terms used in this Agreement (including the foregoing
recitals) and not otherwise defined herein shall have the respective meanings
specified in Appendix A hereto, unless the context hereof shall otherwise
require. All references to Sections, Schedules and Exhibits herein are to
Sections, Schedules and Exhibits of this Agreement unless otherwise indicated.
All accounting terms not otherwise defined herein or in Appendix A hereto have
the meanings assigned to them in accordance with generally accepted accounting
principles. The words herein, hereof and hereunder and other words of similar
import refer to this Agreement as a whole and not to any particular Article,
Section or other subdivision.

SECTION 2. SALE AND PURCHASE; PARTICIPATION IN EQUIPMENT COST; CLOSINGS;
TRANSACTION COSTS.

Section 2.1. Sale and Purchase. Subject to the terms and
conditions hereof and on the basis of the representations and warranties set
forth herein, the Lessee agrees to sell to the Owner Trustee and the Owner
Trustee agrees to purchase from the Lessee, (i) on the Initial Closing Date,
the Units described in Schedule 1A as hereinafter provided, and (ii) on the
Subsequent Closing Date, the Units described in Schedule 1B as hereinafter
provided, and in connection therewith, the Owner Trustee agrees to pay to the
Lessee the cost for each of the various Units as specified in Schedules 1A and
1B; provided, however, that the Owner Trustee shall not be obligated to
purchase on the Initial Closing Date or the Subsequent Closing Date any Unit
that is destroyed, damaged, defective, in unsuitable condition or otherwise
unacceptable to the Lessee for lease pursuant to the Lease. The Lessee shall
deliver said Units of Equipment to the Owner Trustee and the Owner Trustee
shall accept such delivery on delivery dates as more fully provided herein (the
first such delivery date being referred to herein as the "Initial Closing Date"
and the second such delivery date being referred to herein as the "Subsequent
Closing Date"); provided that the Initial Closing Date shall occur on or prior
to September __, 1995 and the Subsequent Closing Date shall occur on or prior
to December __, 1995. Each of

- 2 -
<PAGE> 7

the Initial Closing Date and the Subsequent Closing Date are herein sometimes
referred to individually as a "Closing Date" and together as the "Closing
Dates".

Section 2.2. Participation in Equipment Cost.

(a) Equity Participation. Subject to the terms and conditions
hereof and on the basis of the representations and warranties set forth herein,
on the Initial Closing Date and on the Subsequent Closing Date the Owner
Participant agrees to participate in the payment of the Equipment Cost for the
Units delivered on the Initial Closing Date and the Subsequent Closing Date, as
the case may be, by making an equity investment in the beneficial ownership of
such Units in the amount equal to the product of the aggregate Equipment Cost
for the Units delivered on the Initial Closing Date and the Subsequent Closing
Date, as the case may be, and the percentage set forth opposite the Owner
Participant's name in Schedule 2 (the respective amounts payable by the Owner
Participant on the Initial Closing Date and the Subsequent Closing Date being
referred to herein as the Owner Participant's "Commitment"). The aggregate
amount of the Owner Participant's Commitment shall not exceed $______________.
The Owner Participant's Commitment shall be paid to the Indenture Trustee to
be held (but not as part of the Indenture Estate) and applied on behalf of the
Owner Trustee toward the payment of the Equipment Cost for the Units as
provided in Section 2.3.

(b) Debt Participation. Subject to the terms and conditions
hereof and on the basis of the representations and warranties set forth herein,
on the Initial Closing Date and on the Subsequent Closing Date the Loan
Participant agrees to participate in the payment of the Equipment Cost for the
Units delivered on the Initial Closing Date and the Subsequent Closing Date, as
the case may be, by making a secured loan, to be evidenced by the Equipment
Notes, to the Owner Trustee in the amount equal to the product of the aggregate
Equipment Cost for the Units delivered on the Initial Closing Date and the
Subsequent Closing Date, as the case may be, and the percentage set forth
opposite such Loan Participant's name in Schedule 2 (the respective amounts
payable by the Loan Participant on the Initial Closing Date and the Subsequent
Closing Date being referred to herein as the Loan Participant's "Commitment").
The aggregate amount of the Loan Participant's Commitment shall not exceed
$_____________. The Equipment Notes shall bear interest at the rates set forth
on Schedule 6.

(c) Interim Interest Payment. On the Basic Term Commencement
Date, the Owner Trustee covenants and agrees that it will pay, using funds that
are to be advanced by the Owner Participant on such date, to the Indenture
Trustee the interest (the "Interim Interest") due and payable to the Loan
Participant on such date under the Equipment Notes. The Owner Participant
shall have no personal liability to advance any such funds and shall notify the
Owner Trustee and the Lessee at least five Business Days prior to the Basic
Term Commencement Date if the Owner Participant will not advance Interim
Interest to the Owner Trustee. The Owner Trustee shall promptly notify the
Lessee if the Owner Participant fails to advance Interim Interest pursuant to
this Section 2.2(c). The Owner Participant hereby agrees to the terms and
conditions set forth in Section 3.5 of the Lease.

- 3 -
<PAGE> 8

Section 2.3. Closing Dates; Procedure for Participation.

(a) Notice of Initial Closing Date. Not later than the Pricing Date,
the Lessee shall give the Owner Participant, the Indenture Trustee, the Owner
Trustee and the Loan Participant notice (a "Notice of Delivery") by telex,
telegraph, facsimile or other form of telecommunication or telephone (to be
promptly confirmed in writing) of the Initial Closing Date, which Notice of
Delivery shall specify in reasonable detail the number and type of Units to be
delivered on such date, the aggregate Equipment Cost of such Units, and the
respective amounts of the Owner Participant's Commitment and the Loan
Participant's Commitment required to be paid with respect to such Units. Prior
to 12:00 noon, New York time, on the Initial Closing Date, the Owner
Participant shall make the amount of the Owner Participant's Commitment
required to be paid on the Initial Closing Date available to the Indenture
Trustee, and immediately prior to the delivery and acceptance of the Units
specified in Section 2.3(b), the Loan Participant shall make the amount of the
Loan Participant's Commitment for the Equipment Cost required to be paid on the
Initial Closing Date available to the Indenture Trustee, in either case, by
transferring or delivering such amounts, in funds immediately available on the
Initial Closing Date, to the Indenture Trustee, either directly to, or for
deposit in, the Indenture Trustee's account at ________________________________
________________________________________________, ABA No. _____________,
Corporate Trust Clearing Account No. __________________, for credit to trust
number _________________, Attention: ____________________ - UTC Trust No.
1995-A (L-13__). The making available by the Owner Participant of the amount
of its Commitment for the Equipment Cost required to be paid on the Initial
Closing Date shall be deemed a waiver of the Notice of Delivery by the Owner
Participant and the Owner Trustee and the making available by the Loan
Participant of the amount of its Commitment for the Equipment Cost required to
be paid on the Initial Closing Date shall be deemed a waiver of the Notice of
Delivery by the Loan Participant and the Indenture Trustee.

(b) Initial Closing. The initial closing of the transactions
contemplated hereby (the "Initial Closing") shall take place beginning at 10:00
a.m., Chicago time, on the Initial Closing Date at the offices of Neal Gerber &
Eisenberg, Two North LaSalle Street, Chicago, Illinois 60602 or at such other
place or time as the parties hereto shall agree. Upon receipt by the Indenture
Trustee on the Initial Closing Date of the full amount of the Owner
Participant's Commitment in respect of the Units delivered on the Initial
Closing Date and the Loan Participant's Commitment in respect of the Units
delivered on the Initial Closing Date, the Indenture Trustee on behalf of the
Owner Trustee shall, subject to the conditions set forth in Sections 4.1 and
4.3 having been fulfilled to the satisfaction of the Owner Participant or
waived by the Owner Participant, pay to the Lessee from the funds then held by
it, in immediately available funds, an amount equal to the Equipment Cost for
the Units delivered on the Initial Closing Date, and simultaneously therewith,
(i) the Lessee shall deliver such Units to the Owner Trustee, (ii) the Owner
Trustee shall, pursuant to the Lease, lease and deliver the Equipment delivered
on the Initial Closing Date to the Lessee, and the Lessee, pursuant to the
Lease, shall accept delivery of such Units under the Lease, such lease,
delivery and acceptance of the Units under the Lease shall be conclusively
evidenced by the execution and delivery by the Lessee and Owner Trustee of
separate Lease Supplements covering each Equipment Group so delivered as
described in Schedule 1A, (iii) the Owner Trustee shall execute and deliver to
the Loan

- 4 -
<PAGE> 9

Participant an Equipment Note relating to each such Lease Supplement. Each of
the Lessee, the Owner Participant, the Owner Trustee, the Loan Participant and
the Indenture Trustee hereby agree to take all actions required to be taken by
it in connection therewith and pursuant to this Section 2.3(b).

(c) Notice of Subsequent Closing Date. Not later than the [second
Business Day prior to the Subsequent Closing Date], the Lessee shall give the
Owner Participant, the Indenture Trustee, the Owner Trustee and the Loan
Participant notice (a "Notice of Delivery") by telex, telegraph, facsimile or
other form of telecommunication or telephone (to be promptly confirmed in
writing) of the Subsequent Closing Date, which Notice of Delivery shall specify
in reasonable detail the number and type of Units to be delivered on such date,
the aggregate Equipment Cost of such Units, and the respective amounts of the
Owner Participant's Commitment and the Loan Participant's Commitment required
to be paid with respect to such Units. Prior to 12:00 noon, New York time, on
the Subsequent Closing Date, the Owner Participant shall make the amount of the
Owner Participant's Commitment required to be paid on the Subsequent Closing
Date available to the Indenture Trustee, and immediately prior to the delivery
and acceptance of the Units specified in Section 2.3(d), the Loan Participant
shall make the amount of the Loan Participant's Commitment for the Equipment
Cost required to be paid on the Subsequent Closing Date available to the
Indenture Trustee, in either case, by transferring or delivering such amounts,
in funds immediately available on the Subsequent Closing Date, to the Indenture
Trustee, either directly to, or for deposit in, the Indenture Trustee's account
described in Section 2.3(a). The making available by the Owner Participant of
the amount of its Commitment for the Equipment Cost required to be paid on the
Subsequent Closing Date shall be deemed a waiver of the Notice of Delivery by
the Owner Participant and the Owner Trustee and the making available by the
Loan Participant of the amount of its Commitment for the Equipment Cost
required to be paid on the Subsequent Closing Date shall be deemed a waiver of
the Notice of Delivery by the Loan Participant and the Indenture Trustee.

(d) Subsequent Closing. The subsequent closing of the
transactions contemplated hereby (the "Subsequent Closing") shall take place
beginning at 10:00 a.m., Chicago time, on the Subsequent Closing Date at the
offices of Neal Gerber & Eisenberg, Two North LaSalle Street, Chicago, Illinois
60602 or at such other place or time as the parties hereto shall agree. Upon
receipt by the Indenture Trustee on the Subsequent Closing Date of the full
amount of the Owner Participant's Commitment in respect of the Units delivered
on the Subsequent Closing Date and the Loan Participant's Commitment in respect
of the Units delivered on the Subsequent Closing Date, the Indenture Trustee on
behalf of the Owner Trustee shall, subject to the conditions set forth in
Sections 4.1 and 4.3 having been fulfilled to the satisfaction of the Owner
Participant or waived by the Owner Participant, pay to the Lessee from the
funds then held by it, in immediately available funds, an amount equal to the
Equipment Cost for the Units delivered on the Subsequent Closing Date, and
simultaneously therewith, (i) the Lessee shall deliver such Units to the Owner
Trustee, (ii) the Owner Trustee shall, pursuant to the Lease, lease and deliver
the Equipment delivered on the Subsequent Closing Date to the Lessee, and the
Lessee, pursuant to the Lease, shall accept delivery of such Units under the
Lease, such lease, delivery and acceptance of the Units under the Lease shall
be conclusively evidenced by the execution and delivery by the Lessee and Owner
Trustee of separate Lease Supplements covering each Equipment Group so
delivered as described in Schedule 1B, (iii) the Owner

- 5 -
<PAGE> 10

Trustee shall execute and deliver to the Loan Participant an Equipment Note
relating to each such Lease Supplement. Each of the Lessee, the Owner
Participant, the Owner Trustee, the Loan Participant and the Indenture Trustee
hereby agree to take all actions required to be taken by it in connection
therewith and pursuant to this Section 2.3(d).

Section 2.4. Owner Participant's Instructions to the Owner
Trustee; Satisfaction of Conditions.

(a) The Owner Participant agrees that the making available to the
Indenture Trustee of the amount of its Commitment for the Units delivered on
the Closing Dates in accordance with the terms of this Section 2 shall
constitute, without further act, authorization and direction by the Owner
Participant to the Owner Trustee, subject, on the Closing Dates, to the
conditions set forth in Sections 4.1 and 4.3 having been fulfilled to the
satisfaction of the Owner Participant or waived by the Owner Participant, to
take the actions specified in Section 2.1 of the Trust Agreement with respect
to the Units on the Closing Dates.

(b) The Owner Participant agrees that the authorization by the
Owner Participant or its counsel to the Indenture Trustee to release to the
Lessee the Owner Participant's Commitment with respect to the Units delivered
on the Closing Dates shall constitute, without further act, notice and
confirmation that all conditions to closing set forth in Sections 4.1 and 4.3
were either met to the satisfaction of the Owner Participant or, if not so met,
were waived by it with respect to such Units.

Section 2.5. Expenses.

(a) If the Owner Participant shall have made its investments provided
for in Section 2.2 and the transactions contemplated by this Agreement are
consummated, either the Owner Participant will promptly pay, or the Owner
Trustee will promptly pay, with funds the Owner Participant hereby agrees to
pay to the Owner Trustee, the following (the "Transaction Costs") if evidenced
by an invoice delivered to the Owner Participant and approved by the Lessee
prior to the Basic Term Commencement Date:

(i) the cost of reproducing, printing and filing the
Operative Agreements, the Equipment Notes, the Pass Through
Certificates, the Registration Statement, the preliminary prospectus,
the final prospectus and the Underwriting Agreement and all amendments
and supplements to the foregoing, including all costs and fees in
connection with filing the Registration Statement and the initial
filing and recording of the Lease, the Indenture and any other
document required to be filed or recorded pursuant to the provisions
hereof or of any other Operative Agreement and the fees and expenses
of the rating agencies in connection with rating the Pass Through
Certificates;

(ii) the reasonable fees of ________________________________,
special counsel for the Owner Participant, in the amount of (or if
Section 2.5(c) applies, not to exceed) $_________, plus disbursements
(not to exceed $________), for their services rendered in connection
with the negotiation, execution and delivery of this Participation
Agreement and the Operative Agreements related hereto;

- 6 -
<PAGE> 11

(iii) all costs and fees in connection with the qualification
of the Pass Through Certificates under securities or Blue Sky laws in
accordance with the provisions of Section 5(e) of the Underwriting
Agreement, including filing fees and the fees and disbursements of
Mayer, Brown & Platt in connection therewith and in connection with
the preparation of any Blue Sky memorandum;

(iv) the reasonable fees and expenses of Ernst & Young LLP,
the Lessee's independent auditors, for their services rendered in
connection with issuing "comfort letters" to the Underwriters;

(v) the reasonable fees and expenses of Mayer, Brown & Platt,
special counsel for the Underwriters, in an amount not to exceed
$_________, for their services rendered in connection with the
preparation of documentation, negotiation, execution and delivery of
the preliminary prospectus, the final prospectus, the Underwriting
Agreement, this Agreement and the Operative Agreements related hereto;

(vi) the reasonable fees and expenses of Hogan & Hartson,
special ICC counsel, and Osler Hoskin & Harcourt, special Canadian
counsel, for the Owner Participant and the Indenture Trustee;

(vii) the reasonable fees and expenses of __________________
________________, special counsel for the Owner Trustee, for their
services rendered in connection with the negotiation, execution and
delivery of this Agreement and the Operative Agreements related hereto;

(viii) the commissions payable to the Underwriters in
connection with the sale of the Pass Through Certificates;

(ix) the initial fees and expenses of the Owner Trustee;

(x) the initial fees and expenses of the Indenture Trustee;

(xi) the reasonable fees and expenses of R.L. Banks &
Associates, Inc. for their services rendered in connection with
delivering the Appraisal required by Section 4.3(a); and

(xii) the costs incurred in connection with any adjustment
pursuant to Section 2.6(a).

Notwithstanding the foregoing, Transaction Costs shall not include
internal costs and expenses such as salaries and overhead of whatsoever kind or
nature of, nor costs incurred by, parties to this Participation Agreement
pursuant to arrangements with third parties for services (other than those
expressly referred to above), such as travel expenses, computer time
procurement, financial analysis and consulting, advisory services and costs of
a similar nature.

- 7 -
<PAGE> 12

(b) Upon the consummation of the transactions contemplated by this
Agreement, the Lessee agrees to pay when due: (i) the reasonable expenses
(including reasonable legal fees and expenses) of the Owner Trustee, the
Indenture Trustee and the Participants incurred subsequent to the delivery of
the Equipment on the Initial Closing Date and the Subsequent Closing Date, in
connection with any supplements, amendments, modifications, alterations,
waivers or consents of or with respect to any of the Operative Agreements which
are (1) requested by, or necessitated by action or inaction on the part of, the
Lessee or by any applicable law or regulation (other than laws or regulations
solely relating to the business of the Lessor or the Owner Participant) or
entered into in connection with, or as a result of, a Lease Default or (2)
necessary or required to effectuate the purpose or intent of any Operative
Agreement (including costs incurred in connection with any adjustment pursuant
to Section 2.6); (ii) the ongoing reasonable fees and expenses (including
reasonable legal fees and expenses) of the Owner Trustee under the Trust
Agreement; (iii) the ongoing reasonable fees and expenses of the Indenture
Trustee under the Operative Agreements; and (iv) the ongoing reasonable fees
and expenses of the Pass Through Trustee under the Pass Through Trust
Agreement.

(c) If the transactions contemplated hereby are not consummated as
a result of (i) the Lessee's default in its obligations to consummate the
transactions contemplated hereby, (ii) the Lessee's failure to consummate the
transactions contemplated hereby after the satisfaction or waiver of the
conditions set forth in Section 4 (other than conditions the satisfaction of
which are solely in the control of the Lessee), or (iii) subject to the next
sentence, in any other circumstance, the Lessee shall pay all Transaction
Costs; provided, however, that if the Initial Closing occurs but the Subsequent
Closing does not occur as the result of a circumstance described in clause (i),
(ii) or (iii) above, the Lessee only shall be required to pay an amount equal
to the product of (A) the Transaction Costs and (B) a fraction, the numerator
of which is the amount of the Owner Participant's Commitment with respect to
the Units which were to have been delivered at the Subsequent Closing and the
denominator of which is the aggregate amount of the Owner Participant's
Commitment. Notwithstanding anything contained herein to the contrary, if the
transactions contemplated hereby are not consummated as a result of (x) the
Owner Participant's default in its obligations to consummate the transactions
hereunder, or (y) the Owner Participant's failure to make its equity
investments as required by Section 2.2(a) after the conditions specified in
Section 4 have been satisfied or waived by it in writing (other than conditions
the satisfaction of which are solely in the control of the Owner Participant),
the Owner Participant shall pay its expenses and the expenses of its counsel in
connection with the transactions contemplated hereby; provided, however, that
if the Initial Closing occurs but the Subsequent Closing does not occur as a
result of a circumstance described in clause (x) or (y) above, the Owner
Participant only shall be required to pay an amount equal to the product of (A)
the sum of its expenses and the expenses of its counsel in connection with the
transactions contemplated hereby and (B) a fraction, the numerator of which is
the amount of the Owner Participant's Commitment with respect to the Units
which were to have been delivered at the Subsequent Closing and the denominator
of which is the aggregate amount of the Owner Participant's Commitment.

(d) Notwithstanding the foregoing provisions of this Section 2.5,
except as specifically provided in Section 7.2 or in any other Operative
Agreement, the Lessee shall have no liability for any costs or expenses
relating to any voluntary transfer of the Owner Participant's interest

- 8 -
<PAGE> 13

in the Equipment including any transfer prior to the Initial Closing Date or
the Subsequent Closing Date of the Owner Participant's obligation to fund its
participation pursuant to Section 2 (other than in connection with any transfer
pursuant to Section 6.9 of this Agreement, Sections 8.3, 10.2, 11.4, 22.1 or
22.3 of the Lease or a Lease Event of Default) and no such costs or expenses
shall constitute Transaction Costs and the Lessee will not have any obligation
with respect to the costs and expenses resulting from any voluntary transfer of
any equity interest by any transferee of the Owner Participant, whenever
occurring (other than in connection with a Lease Event of Default).

Section 2.6. Calculation of Adjustments to Basic Rent, Stipulated
Loss Value and Termination Value; Confirmation and Verification.

(a) Calculation of Adjustments. In the event that (A) the Initial
Closing Date is other than September __, 1995 or the Subsequent Closing Date is
other than December __, 1995 or (B) the Transaction Costs paid by the Owner
Participant pursuant to Section 2.5 prior to the Basic Term Commencement Date
are less or more than 1.3% of the Total Equipment Cost or (C) a refinancing
contemplated [or required] by Section 10.2 occurs, then, in each such case, the
Owner Participant shall recalculate the payments or amounts, as the case may
be, of Basic Rent, Stipulated Loss Values, Termination Values, Early Purchase
Price and Basic Term Purchase Price, (i) to preserve the Net Economic Return
that the Owner Participant would have realized had the Initial Closing Date
been September __, 1995 or the Subsequent Closing Date been December __, 1995,
had the Transaction Costs equaled 1.3% of the Total Equipment Cost or had such
refinancing not occurred and (ii) to minimize to the greatest extent possible,
consistent with the foregoing clause (i), the present value (discounted
semiannually at an interest rate per annum equal to the Debt Rate) of the
payments of Basic Rent. Any such recalculation performed due to the occurrence
of an event described in clause (A) or (B) above shall be made prior to the
Basic Term Commencement Date. In performing any such recalculation and in
determining the Owner Participant's Net Economic Return, the Owner Participant
shall utilize the same methods and assumptions originally used in making the
computations of Basic Rent, Stipulated Loss Values, Termination Values, Early
Purchase Price and Basic Term Purchase Price with respect to the Basic Term
initially set forth in Schedules 3, 4, 5, 7 and 8 to this Participation
Agreement (other than those assumptions changed as a result of any of the
events described in clauses (A) through (C) of the preceding sentence
necessitating such recalculation; it being agreed that such recalculation shall
reflect solely any changes of assumptions or facts resulting directly from the
event or events necessitating such recalculation). Such adjustments shall
comply (to the extent the original structure complied) with section 467 of the
Code and the requirements of Sections 4.02(5), 4.07(1) and (2) and 4.08(1) of
Revenue Procedure 75-28, as amended, calculated, except in the case of a
refinancing pursuant to Section 10.2 or any rent adjustment pursuant to Section
5(a)(3)(B) of the Tax Indemnity Agreement, without taking into account any
change after the Closing Date in or to Section 467 of the Code (and any
regulations thereunder) and such requirements of Revenue Procedure 75-28.

(b) Confirmation and Verification. Upon completion of any
recalculation described above in this Section 2.6, a duly authorized officer of
the Owner Participant shall provide a certificate to the Lessee either (x)
stating that the payments of Basic Rent, Stipulated Loss Values, Termination
Values, Early Purchase Price and Basic Term Purchase Price with respect

- 9 -
<PAGE> 14

to the Basic Term as are then set forth in Schedules 3, 4, 5, 7 and 8 of this
Participation Agreement do not require change, or (y) setting forth such
adjustments to the payments of Basic Rent, Stipulated Loss Values, Termination
Values, Early Purchase Price or Basic Term Purchase Price with respect to the
Basic Term as have been calculated by the Owner Participant in accordance with
Section 2.6(a) above. Such certificate shall describe in reasonable detail the
basis for any such adjustments. Any such adjustment shall become effective on
the thirty-first (31st) day following delivery by the Owner Participant of such
certificate to the Lessee unless Lessee, prior to such day, requests
verification pursuant to the following sentence. Any such adjustment and
corresponding adjustments to the Stipulated Loss Values, Termination Values,
Early Purchase Price and Basic Term Purchase Price will be computed on a basis
consistent with that used by the Owner Participant in the original calculation
of Basic Rent. If the Lessee shall so request, the recalculation of any such
adjustments described in this Section 2.6 shall be verified by a nationally
recognized firm of independent accountants selected by the Owner Participant
and reasonably acceptable to the Lessee and any such recalculation of such
adjustment as so verified shall be binding on the Lessee and the Owner
Participant. Such accounting firm shall be requested to make its determination
within 30 days. The Owner Participant shall provide to a representative of
such accounting firm, on a confidential basis, such information as it may
reasonably require, including the original assumptions used by the Owner
Participant and the methods used by the Owner Participant in the original
calculation of, and any recalculation of, Basic Rent, Stipulated Loss Values,
Termination Values, Early Purchase Price and Basic Term Purchase Price and such
other information as is necessary to determine whether the computation is
accurate and in conformity with the provisions of this Agreement, provided that
in no event shall the Owner Participant have any obligation to provide the
Lessee with any such information; and provided, further, that the Owner
Participant shall have no obligation to disclose to the Lessee, such accounting
firm or any other Person, or to permit the Lessee, such accounting firm or any
other Person, to examine any federal, state or local income tax returns of the
Owner Participant, or books or accounting records related thereto, for any
taxable year. The costs of such verification shall be borne by the Lessee;
provided, however, if such accounting firm's verification shall result in a
decrease in the net present value (expressed as a percentage of Total Equipment
Cost) of the Basic Rent (discounted semiannually at a rate per annum equal to
the Debt Rate) under the Lease calculated as of the Initial Closing Date in the
case of Units delivered at the Initial Closing or as of the Subsequent Closing
Date in the case of Units delivered at the Subsequent Closing Date, as compared
to the net present value of Basic Rent proposed by the Owner Participant, by
more than the greater of (x) 10 basis points or (y) 10% of the proposed
adjustment, then the Owner Participant agrees to reimburse the Lessee for any
amounts paid for such verification. Any revised adjustment resulting from such
verification shall become effective on the next Rent Payment Date after such
verification has been concluded, and shall take into account any underpayment
or overpayment, together with interest thereon at the Debt Rate, resulting from
an earlier effectiveness of the original adjustment.

(c) Compliance. Notwithstanding the foregoing, any adjustment
made to the payments of Basic Rent, Stipulated Loss Values, Termination Values
or Early Purchase Price with respect to the Basic Term, pursuant to the
foregoing, shall comply with the following requirements: (i) each installment
of Basic Rent (together with any Advance payable under Section 3.5 of the
Lease), as so adjusted, under any circumstances and in any event, will be in

- 10 -
<PAGE> 15

an amount at least sufficient for the Owner Trustee to pay in full as of the
due date of such installment any payment of principal of and interest on the
Equipment Notes required to be paid on the due date of such installment of
Basic Rent except for the payment of principal required to be made on the
Mandatory Refinancing Date and (ii) Stipulated Loss Value, Termination Value
and Early Purchase Price, as so adjusted, under any circumstances and in any
event, will be an amount which, together with any other amounts required to be
paid by the Lessee under the Lease in connection with an Event of Loss or a
termination of the Lease, as the case may be, will be at least sufficient to
pay in full, as of the date of payment thereof, the aggregate unpaid principal
of, Make-Whole Amount, if any, and all unpaid interest on the Equipment Notes,
accrued to the date on which Stipulated Loss Value, Termination Value or Early
Purchase Price, as the case may be, is paid in accordance with the terms of the
Lease.

(d) Invoices. All invoices in respect of Transaction Costs to the
extent not delivered on or before the Subsequent Closing Date shall be directed
to the Owner Participant at the address set forth in Section 10.4, with a copy
to the Lessee.

Section 2.7. Postponement of Closing Dates.

(a) The scheduled Closing Dates may be postponed from time to time
with respect to all of the Units for any reason (but to no later than September
__, 1995 in the case of the Initial Closing Date and December __, 1995 in the
case of the Subsequent Closing Date) if the Lessee gives the Owner Participant,
the Indenture Trustee, the Pass Through Trustee and the Owner Trustee telex,
telegraphic, facsimile or telephonic (confirmed in writing) notice of the
postponement and notice of the date to which such Closing Date has been
postponed, the notice of postponement to be received by each party no later
than 5:30 P.M., New York City time, on the originally scheduled Closing Date,
and the term "Initial Closing Date", "Subsequent Closing Date" and "Closing
Dates" as used in this Agreement shall mean the postponed "Initial Closing
Date", "Subsequent Closing Date" and "Closing Dates", as the case may be.

(b) In the event of any postponement of the originally scheduled
Initial Closing Date or Subsequent Closing Date pursuant to this Section 2.7
(such originally scheduled Initial Closing Date or Subsequent Closing Date
being referred to as a "Scheduled Closing Date" for the purposes of this
Section 2.7): (i) the Lessee will reimburse the Owner Participant for the loss
of the use of its funds with respect to each such Unit occasioned by such
postponement or failure to deliver or accept (unless such failure to accept is
caused by a default by the Owner Participant hereunder or by the Owner Trustee
(acting pursuant to instructions from the Owner Participant) under the Trust
Agreement, the Lease or the Indenture) by paying to the Owner Participant on
demand interest at the Debt Rate, for the period from and including the
Scheduled Closing Date to but excluding the earlier of the date upon which such
funds are returned to the Owner Participant (unless such funds are returned
after 1:00 p.m. (New York City time) in which case such date of return shall be
included) or the actual Initial Closing Date or Subsequent Closing Date, as the
case may be; provided that the Lessee shall in any event pay to the Owner
Participant at least one day's interest at the Debt Rate on the amount of such
funds, unless the Owner Participant shall have received, prior to 1:00 p.m.
(New York City time) on the Business Day preceding the Scheduled Closing Date,
a notice of postponement of the Scheduled Closing

- 11 -
<PAGE> 16

Date pursuant to Section 2.7(a) and (ii) the Indenture Trustee will return not
later than 10:00 A.M. New York City time, on the first Business Day following
the Scheduled Closing Date, any funds which it shall have received from the
Owner Participant as its Commitment for such Units, absent joint instructions
from the Lessee and the Owner Participant to retain such funds until the
specified date of postponement established under Section 2.7(a).

(c) The Indenture Trustee agrees that, in the event it has
received telephonic notice (to be confirmed promptly in writing) from the
Lessee on the Scheduled Closing Date that such Scheduled Closing Date is to be
postponed, it will if instructed in the aforementioned notice from the Lessee
(which notice shall specify the securities to be purchased) use reasonable best
efforts to invest, at the risk of the Lessee (except as provided below with
respect to the Indenture Trustee's gross negligence or willful misconduct), the
funds received by it from the Owner Participant with respect to its Commitment
in Specified Investments in accordance with the Lessee's instructions. Any
such Specified Investments purchased by the Indenture Trustee upon instructions
from the Lessee shall be held in trust by the Indenture Trustee (but not as
part of the Indenture Estate under the Indenture) for the benefit of the Owner
Participant whose funds are invested in Specified Investments upon instructions
from the Lessee and any net profits on the investment of such funds (including
interest), if any, shall be for the account of and shall on the Initial Closing
Date or Subsequent Closing Date, as the case may be, or on the date such funds
are returned to the Owner Participant, be paid over to, the Lessee. The Lessee
shall pay to the Indenture Trustee on the Initial Closing Date or Subsequent
Closing Date, as the case may be (if such Unit or Units are delivered and
accepted pursuant hereto) the amount of any net loss on the investment of such
funds invested at the instruction of the Lessee. If the funds furnished by the
Owner Participant with respect to such Unit or Units are required to be
returned to the Owner Participant, the Lessee shall, on the date on which such
funds are so required to be returned, reimburse the Indenture Trustee, for the
benefit of the Owner Participant, for any net losses incurred on such
investments. The Indenture Trustee shall not be liable for failure to invest
such funds or for any losses incurred on such investments except for its own
willful misconduct or gross negligence. In order to obtain funds for the
payment of the Equipment Cost for such Unit or Units or to return funds
furnished by the Owner Participant to the Indenture Trustee for the benefit of
the Owner Participant with respect to such Unit or Units, the Indenture Trustee
is authorized to sell any Specified Investments purchased as aforesaid with the
funds received by it from the Owner Participant in connection with such Unit or
Units.

(d) Notwithstanding the provisions of Section 2.7(a), the Owner
Participant shall not be under any obligation to make its Commitment available
beyond 2:00 P.M. (New York City time) on September __, 1995 in respect of the
Units to be delivered on the Initial Closing Date or December __, 1995 in
respect of the Units to be delivered on the Subsequent Closing Date.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

Section 3.1. Representations and Warranties of the Owner Trustee.
The Owner Trustee, both in its individual capacity and as Owner Trustee (except
that (x) the representations and warranties in Sections 3.1(a)(i), 3.1(a)(ii),
3.1(b)(i) and 3.1(b)(iii) are made by the Owner Trustee solely in its
individual capacity and (y) the representations and warranties in Sections
3.1(c) and 3.1(k) are made by the Owner Trustee solely in its capacity as
such), represents and

- 12 -
<PAGE> 17

warrants to the Owner Participant, each of the other Trustees and the Lessee,
notwithstanding the provisions of Section 10.13 or any similar provision in any
other Operative Agreement, that, as of the date hereof:

(a) the Owner Trustee (i) is a ______________ duly organized and
validly existing in good standing under the laws of _______________, (ii) has
full corporate power and authority to carry on its business as now conducted
and to enter into and perform its obligations hereunder and under the Trust
Agreement and (iii) (assuming due authorization, execution and delivery of the
Trust Agreement by the Owner Participant) has full power and authority, as
Owner Trustee and/or, to the extent expressly provided herein or therein, in
its individual capacity, to enter into and perform its obligations under each
of the Owner Trustee Agreements;

(b) (i) the Owner Trustee, in its individual capacity, has duly
authorized, executed and delivered the Trust Agreement, (ii) (assuming the due
authorization, execution and delivery of the Trust Agreement by the Owner
Participant) the Owner Trustee in its trust capacity and, to the extent
expressly provided therein, in its individual capacity, has duly authorized,
executed and delivered each of the other Owner Trustee Agreements and, as of
the Initial Closing Date and the Subsequent Closing Date, each of the Owner
Trustee Agreements to be delivered on such Closing Date and (iii) the Trust
Agreement constitutes a legal, valid and binding obligation of the Owner
Trustee, in its individual capacity, enforceable against it in its individual
capacity in accordance with its terms except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the rights of creditors generally and by general principles of equity;

(c) assuming the due authorization, execution and delivery of the
Trust Agreement by the Owner Participant, each of the other Owner Trustee
Agreements to which it is a party constitutes, or when entered into will
constitute, a legal, valid and binding obligation of the Owner Trustee,
enforceable against it in accordance with its terms except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the rights of creditors generally and by general principles of
equity;

(d) neither the execution and delivery by the Owner Trustee, in
its individual capacity or as Owner Trustee, as the case may be, of the Owner
Trustee Agreements or the Equipment Notes, nor the consummation by the Owner
Trustee, in its individual capacity or as Owner Trustee, as the case may be, of
any of the transactions contemplated hereby or thereby, nor the compliance by
the Owner Trustee, in its individual capacity or as Owner Trustee, as the case
may be, with any of the terms and provisions hereof and thereof, (i) requires
or will require any approval of its stockholders, or approval or consent of any
trustees or holders of any indebtedness or obligations of it in its individual
capacity, or (ii) violates or will violate its certificate of incorporation or
by-laws, or contravenes or will contravene any provision of, or constitutes or
will constitute a default under, or results or will result in any breach of,
any indenture, mortgage, chattel mortgage, deed of trust, conditional sale
contract, bank loan or credit agreement, license or other agreement or
instrument to which the Owner Trustee in its individual capacity is a party or
by which it is bound, or result in the creation of any Lien (except for
Permitted Liens upon the Units) upon the Trust Estate, or contravenes or will
contravene any law, governmental rule or regulation of the United States of
America or

- 13 -
<PAGE> 18

_____________________ governing the banking or trust powers of the Owner
Trustee, or any judgment or order applicable to or binding on it;

(e) there are no Taxes payable by the Owner Trustee, either in its
individual capacity or as Owner Trustee, imposed by _______________ or any
political subdivision thereof or by the United States of America in connection
with the execution and delivery by the Owner Trustee in its individual capacity
of the Trust Agreement, and, in its individual capacity or as Owner Trustee, as
the case may be, of this Agreement, the other Owner Trustee Agreements or the
Equipment Notes solely because the Owner Trustee in its individual capacity is
a _________________ with its principal place of business in ________________
and performs certain of its duties as Owner Trustee in __________________; and
there are no Taxes payable by the Owner Trustee, in its individual capacity or
as Owner Trustee, as the case may be, imposed by ________________ or any
political subdivision thereof in connection with the acquisition of its
interest in the Equipment (other than franchise or other taxes based on or
measured by any fees or compensation received by the Owner Trustee for services
rendered in connection with the transactions contemplated hereby) solely
because the Owner Trustee in its individual capacity is a ______________ with
its principal place of business in _______________ and performs certain of its
duties as Owner Trustee in _______________;

(f) there are no pending or, to its knowledge, threatened actions
or proceedings against the Owner Trustee, either in its individual capacity or
as Owner Trustee, before any court or administrative agency which individually
or in the aggregate, if determined adversely to it, would materially adversely
affect the ability of the Owner Trustee, in its individual capacity or as Owner
Trustee, as the case may be, to perform its obligations under the Trust
Agreement, the other Owner Trustee Agreements or the Equipment Notes or which
question the validity of any Owner Trustee Agreement or any action taken or to
be taken pursuant thereto. The Owner Trustee, in its individual capacity and
as Owner Trustee, is not in default with respect to any order of any court or
governmental authority or arbitration board or tribunal, the default under
which would affect adversely the ability of the Owner Trustee, in its
individual capacity or as Owner Trustee, to perform its obligations under the
Owner Trustee Agreements;

(g) both its chief executive office and the place where its
records concerning the Equipment and all its interest in, to and under all
documents relating to the Trust Estate, are located at
__________________________________________, and the Owner Trustee, in its
individual capacity, agrees to give the Owner Participant, the Indenture
Trustee and the Lessee written notice within 30 days following any relocation
of said chief executive office or said place from its present location;

(h) no consent, approval, order or authorization of, giving of
notice to, or registration with, or taking of any other action in respect of,
any _______________ or local governmental authority or agency or any United
States federal governmental authority or agency regulating the banking or trust
powers of the Owner Trustee, in its individual capacity, is required for the
execution and delivery of, or the carrying out by, the Owner Trustee in its
individual capacity or as Owner Trustee, as the case may be, of any of the
transactions contemplated hereby or by the Trust Agreement or of any of the
transactions contemplated by any of the other Owner

- 14 -
<PAGE> 19

Trustee Agreements, other than any such consent, approval, order,
authorization, registration, notice or action as has been duly obtained, given
or taken;

(i) on the Initial Closing Date and the Subsequent Closing Date,
the Owner Trustee's right, title and interest in and to the Equipment delivered
on such Closing Date shall be free of any Liens attributable to the Owner
Trustee in its individual capacity except Liens created by the terms of the
Operative Agreements;

(j) the proceeds received by the Owner Trustee from the Owner
Participant pursuant to the Trust Agreement will be administered by it in
accordance with Article IV of the Trust Agreement;

(k) the Owner Trustee shall receive from the Lessee such title as
was conveyed to it by the Lessee, subject to the rights of the Owner Trustee
and the Lessee under the Lease and the security interest created pursuant to
the Indenture and the Indenture Supplements in respect of the Units delivered
on the Initial Closing Date and the Subsequent Closing Date; and

(l) the Owner Trustee is not in default under any of the Owner
Trustee Agreements and, to its knowledge, no Indenture Default or Indenture
Event of Default has occurred and is continuing.

Section 3.2. Representations and Warranties of the Lessee. The
Lessee represents and warrants to the Trustees and the Owner Participant that,
as of the date hereof:

(a) the Lessee is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, is duly licensed
or qualified and in good standing in each jurisdiction in which the failure to
so qualify would have a material adverse effect on its ability to carry on its
business as now conducted or to enter into and perform its obligations under
the Lessee Agreements, has the corporate power and authority to carry on its
business as now conducted and has the requisite power and authority to execute,
deliver and perform its obligations under the Lessee Agreements;

(b) the Lessee Agreements have been duly authorized by all
necessary corporate action (no stockholder approval being required), and will
on the Initial Closing Date or the Subsequent Closing Date, as the case may be,
have been duly executed and delivered by the Lessee and, assuming the due
authorization, execution and delivery by each other party thereto, will on such
Closing Date constitute the legal, valid and binding obligations of the Lessee,
enforceable against the Lessee in accordance with their respective terms except
as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally and by
general principles of equity;

(c) the execution, delivery and performance by the Lessee of each
Lessee Agreement and compliance by the Lessee with all of the provisions
thereof do not and will not contravene any law or regulation, or any order of
any court or governmental authority or agency applicable to or binding on the
Lessee or any of its properties, or contravene the provisions of, or constitute
a default by the Lessee under, or result in the creation of any Lien (except
for

- 15 -
<PAGE> 20

Permitted Liens) upon the property of the Lessee under its certificate of
incorporation or by-laws or any indenture, mortgage, contract or other
agreement or instrument to which the Lessee is a party or by which the Lessee
or any of its property is bound or affected;

(d) except for those matters discussed in the financial statements
provided to the Participants under Section 3.2(e), there are no proceedings
pending or, to the knowledge of the Lessee, threatened against the Lessee or
any Subsidiary in any court or before any governmental authority or arbitration
board or tribunal which individually or in the aggregate would, if determined
adversely to it, materially and adversely affect the financial condition or
business of the Lessee and its consolidated Subsidiaries, taken as a whole, or
impair the ability of the Lessee to perform its obligations under the Lessee
Agreements or which questions the validity of any Lessee Agreement or any
action taken or to be taken pursuant thereto. Neither the Lessee nor any
Subsidiary is in default with respect to any order of any court or governmental
authority or arbitration board or tribunal, the default under which would
affect adversely the ability of the Lessee to perform its obligations under the
Lessee Agreements;

(e) the audited consolidated balance sheets and consolidated
statements of income and retained earnings and cash flows of the Lessee as of
and for the fiscal year ended December 31, 1994, fairly present, in conformity
with generally accepted accounting principles, the consolidated financial
position of the Lessee and its Subsidiaries as of such date and the results of
their operations for the period then ended. The unaudited consolidated balance
sheets and consolidated statements of income and retained earnings and cash
flows of the Lessee as of and for the six-month period ended June 30, 1995,
fairly present, in conformity with generally accepted accounting principles
consistently applied (except for the absence of footnotes in the June 30, 1995
financial statements), the consolidated financial position of the Lessee and
its Subsidiaries as of such date and the results of their operations for the
period then ended, subject to normal year-end adjustments. Since June 30,
1995, there has been no material adverse change in the condition, financial or
otherwise, of the Lessee and its consolidated Subsidiaries, taken as a whole,
as shown on the financial statements of Lessee as of such date;

(f) no consent, approval or authorization of, or filing,
registration or qualification with, or the giving of notice to, any trustee or
any holder of indebtedness of Lessee or any governmental authority on the part
of the Lessee is required in connection with the execution and delivery by the
Lessee of the Lessee Agreements, other than (i) the filing with the Securities
and Exchange Commission of the Registration Statement under which the Pass
Through Certificates will be registered under the Securities Act of 1933, as
amended (the "Securities Act"), and each amendment thereto; (ii) the
qualification of the Pass Through Trust Agreement under the Trust Indenture Act
of 1939, as amended, and (iii) the filings and registrations contemplated by
Section 16 of the Lease and such other filings and registrations as are
expressly contemplated by the other Operative Agreements;

(g) the Lease, the Indenture, the Lease Supplements in respect of
the Units delivered on the Initial Closing Date and the Subsequent Closing Date
and the Indenture Supplements in respect of the Units delivered on the Initial
Closing Date and the Subsequent Closing Date will on or before each such
Closing Date be duly filed with the ICC pursuant to 48 U.S.C. Section 11303 and
deposited with the Registrar General of Canada pursuant to Section 90 of the
Railway Act

- 16 -
<PAGE> 21

of Canada and such filing with the ICC pursuant to 49 U.S.C. Section 11303 and
such deposit with the Registrar General of Canada, along with the other filings
contemplated by Section 16 of the Lease, will perfect the Owner Trustee's and
the Indenture Trustee's rights in such Operative Agreements and in the Units as
required by Section 16 of the Lease and, except as otherwise expressly
contemplated by Section 16 of the Lease or by any other Operative Documents, no
other filing, recording or deposit with, or giving of notice to any other
federal, state, provincial or local government or agency thereof is necessary
in order to protect the rights of the Owner Trustee and the Indenture Trustee
in such Operative Agreements or in such Units in the United States, any state
thereof, the District of Columbia or to protect the rights of the Owner Trustee
and the Indenture Trustee in such Operative Agreements or in such Units in
Canada or any province thereof;

(h) the Units to be delivered on the Initial Closing Date are, and
the Units to be delivered on the Subsequent Closing Date will be, covered by
the insurance required by Section 12 of the Lease and all premiums due prior to
each such Closing Date in respect of such insurance shall have been paid in
full;

(i) the Lessee has timely filed all United States Federal income
tax returns and all other material tax returns which are required to be filed
by it and has paid all taxes due pursuant to such returns or pursuant to any
assessment made against the Lessee or any of its assets (other than
assessments, the payment of which is being contested in good faith by
appropriate proceedings by the Lessee and none of which are material), and no
tax liens have been filed and no claims are being asserted with respect to any
such taxes, fees or other charges which could reasonably be expected to have a
materially adverse effect on its ability to perform its obligations under the
Lessee Agreements. The provision for taxes on the books of the Lessee is
adequate for all open years and for its current fiscal period;

(j) no Lease Default or Lease Event of Default has occurred and is
continuing and to the knowledge of Lessee, no Event of Loss, or event with
which the giving of notice and/or the passage of time would constitute an Event
of Loss, has occurred;

(k) the Lessee is not an "investment company" or an "affiliated
person" of an "investment company" within the meaning of the Investment Company
Act of 1940;

(l) the acquisition by the Owner Participant of the Beneficial
Interest for its own account will not constitute a prohibited transaction
within the meaning of Section 4975(c)(1)(A) through (D) of the Code or a
"Prohibited Transaction" under ERISA. The representation made by the Lessee in
the preceding clause is made in reliance upon and subject to the accuracy of
the representation of the Owner Participant in Section 3.6(h) of this
Agreement;

(m) on the Initial Closing Date and the Subsequent Closing Date,
Lessee shall have, and the Bill of Sale to be delivered on each such Closing
Date shall convey, to the Owner Trustee all legal and beneficial title to the
Units being delivered on such Closing Date, free and clear of all Liens (other
than Permitted Liens of the type described in clause (ii) with respect to
sublessees, and in clauses (iii), (iv), (vi) and (vii) of the definition
thereof), and such conveyance is not void or voidable under any applicable law;

- 17 -
<PAGE> 22

(n) the financial statements referred to in Section 3.2(e) do not,
nor does the Registration Statement relating to the Pass Through Certificates
or any written statement furnished by the Lessee or on behalf of the Lessee in
connection with the negotiation of the Lease or any other Operative Agreement,
contain any untrue statement of a material fact or omit a material fact
necessary to make the statements contained therein or herein not misleading.
There is no fact which the Lessee has not disclosed in writing which materially
affects adversely or, so far as the Lessee can now reasonably foresee, will
materially affect adversely the properties, business, prospects, results of
operations or condition (financial or otherwise) of the Lessee and its
Subsidiaries, taken as a whole;

(o) none of the transactions contemplated by the Operative
Agreements (including, without limitation, the use of the proceeds from the
sale of the Equipment Notes) will result in a violation of Section 7 of the
Securities Exchange Act of 1934, as amended, or any regulations issued pursuant
thereto, including, without limitation, Regulations G, T, U and X of the Board
of Governors of the Federal Reserve System, 12 C.F.R., Chapter II;

(p) the Lessee is not in violation of any term of any charter
instrument, by-law or in any material respect of any other material agreement
or instrument to which it is a party or by which it may be bound. The Lessee
is in compliance with all laws, ordinances, governmental rules and regulations
to which it is subject, the failure to comply with which would have a material
and adverse effect on its operations or condition, financial or otherwise, or
would impair the ability of the Lessee to perform its obligations under the
Operative Agreements to which it is a party, and has obtained all licenses,
permits, franchises and other governmental authorizations material to the
conduct of its business;

(q) on the Initial Closing Date and the Subsequent Closing Date
all sales, use or transfer taxes due and payable upon the purchase of Units on
such Closing Date by the Lessor and on the lease thereof to the Lessee will
have been paid or such transactions will then be exempt from any such taxes,
and the Lessee will cause any required forms or reports in connection with such
taxes to be filed in accordance with applicable laws and regulations. No
taxes, fees or other charges are payable in connection with the execution and
delivery of the Operative Agreements or the issuance and sale of the Equipment
Notes to be delivered on the Initial Closing Date;

(r) no broker's or finder's or placement fee or commission will be
payable with respect to the transactions contemplated by the Operative
Agreements as a result of any action by Lessee, except for the fees of Salomon
Brothers Inc and commissions payable to the Underwriters, which shall be
included in Transaction Costs, and Lessee agrees that it will hold the Owner
Participant, the Owner Trustee and the Indenture Trustee harmless from any
claim, demand or liability for any other broker's or finder's or placement fees
or commission alleged to have been incurred as a result of any action by Lessee
in connection with such transactions;

(s) each Unit of Equipment, taken as a whole, and each major
component thereof, complies in all material respects with all applicable laws
and regulations, conforms with the specifications for such Unit contained in
the Appraisal[S] referred to in Section 4.3(a) hereof and

- 18 -
<PAGE> 23

is substantially complete such that it is ready and available to operate in
commercial service and otherwise perform the function for which it was
designed; and

(t) the Lessee is not subject to regulation as a "holding
company," an "affiliate" of a "holding company," or a "subsidiary company" of a
"holding company," within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

Section 3.3. Representations and Warranties of the Indenture
Trustee. The Indenture Trustee represents and warrants to the Owner
Participant, the Owner Trustee and the Lessee that, as of the date hereof:

(a) the Indenture Trustee is a ______________________________ duly
organized and validly existing and in good standing under the laws of
___________________ and has the full corporate power, authority and legal right
under the laws of ____________________ pertaining to its banking, trust and
fiduciary powers to execute, deliver and carry out the terms of each of the
Indenture Trustee Agreements;

(b) the execution, delivery and performance by the Indenture
Trustee of each of the Indenture Trustee Agreements have been duly authorized
by the Indenture Trustee and will not violate any applicable law or its
________________________ or by-laws or the provisions of any indenture,
mortgage, contract or other agreement to which it is a party or by which it is
bound;

(c) this Agreement has been duly executed and delivered and
constitutes, and the other Indenture Trustee Agreements, when executed and
delivered, will constitute its legal, valid and binding obligation enforceable
against it in accordance with its terms except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the rights of creditors generally and by general principles of equity;

(d) there are no proceedings pending or, to the knowledge of the
Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee
there is no existing basis for any such proceedings, against or affecting the
Indenture Trustee in or before any court or before any governmental authority
or arbitration board or tribunal which, individually or in the aggregate, if
adversely determined, might impair the ability of the Indenture Trustee to
perform its obligations under the Indenture Trustee Agreements;

(e) no authorization or approval or other action by, and no notice
to or filing with, any stockholder, trustee or holder of indebtedness or any
governmental authority or regulatory body of ___________________________
governing the Indenture Trustee in its trust capacity, is required for the due
execution, delivery and performance by the Indenture Trustee of the Indenture
Trustee Agreements, except as have been previously obtained, given or taken;

(f) the Indenture Trustee is not in default under any of the
Indenture Trustee Agreements; and

- 19 -
<PAGE> 24

(g) neither the Indenture Trustee, nor any Person authorized to
act on behalf of the Indenture Trustee, has directly or indirectly offered any
interest in the Trust Estate or the Equipment Notes or any security similar to
either thereof related to this transaction for sale to, or solicited offers to
buy any of the same from, or otherwise approached or negotiated with respect to
any of the same with, any Person other than the Pass Through Trustee, the
Underwriters and the initial purchasers of the Pass Through Certificates.

Section 3.4. Representations, Warranties and Covenants Regarding
Beneficial Interest and Equipment Notes.

(a) The Owner Trustee represents and warrants to the Lessee, each
of the other Trustees and the Owner Participant that, as of the date hereof and
as of the Closing Date, neither the Owner Trustee nor any Person authorized or
employed by the Owner Trustee as agent or otherwise in connection with the
placement of the Beneficial Interest or the Equipment Notes or any similar
interest has offered any of the Beneficial Interest or the Equipment Notes or
any similar interest for sale to, or solicited offers to buy any thereof from,
or otherwise approached or negotiated with respect thereto with, any
prospective purchaser, except for the Owner Participant with respect to the
Beneficial Interest and the Pass Through Trustee with respect to the Equipment
Notes.

(b) The Lessee represents and warrants to the Trustees and the
Owner Participant that, as of the date hereof and as of each Closing Date,
neither the Lessee nor any Person authorized or employed by the Lessee as agent
or otherwise in connection with the placement of the Beneficial Interest or the
Equipment Notes or any similar interest has offered any of the Beneficial
Interest or the Equipment Notes or similar interest for sale to, or solicited
offers to buy any thereof from, or otherwise approached or negotiated with
respect thereto with, any Person other than the Owner Participant and not more
than 35 other institutional investors with respect to the Beneficial Interest,
and, except for the issue and sale of the Pass Through Certificates as
contemplated by the Registration Statement, the Pass Through Trustee with
respect to the Equipment Notes.

(c) Each of the Owner Trustee, the Owner Participant and the
Lessee agree, as to its own actions only, severally but not jointly, that
neither the Owner Trustee, the Owner Participant nor the Lessee nor anyone
acting on behalf of the Owner Trustee, the Owner Participant or the Lessee will
offer the Beneficial Interest, the Equipment Notes, or any part thereof or any
similar interest for issue or sale to any prospective purchaser, or solicit any
offer to acquire any of the Beneficial Interest, the Equipment Notes, or any
part thereof so as to bring the issuance and sale of the Beneficial Interest,
the Equipment Notes, or any part thereof within the provisions of Section 5 of
the Securities Act, except as provided for in the Registration Statement.

Section 3.5. Representations and Warranties of the Pass Through
Trustee. The Pass Through Trustee represents and warrants to the Owner
Participant, the other Trustees, and the Lessee that, as of the date hereof:

- 20 -
<PAGE> 25

(a) the Pass Through Trustee is a _____________________________
duly organized and validly existing in good standing under the laws of
_______________________, and has the full corporate power, authority and legal
right under the laws of ________________________ pertaining to its banking,
trust and fiduciary powers to execute, deliver and carry out the terms of the
Pass Through Trust Agreement and this Agreement;

(b) the Pass Through Trust Agreement and this Agreement have been
duly authorized, executed and delivered by the Pass Through Trustee; this
Agreement and the Pass Through Trust Agreement constitute the legal, valid and
binding obligation of the Pass Through Trustee enforceable against it in
accordance with its terms except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the rights of creditors generally and by general principles of equity;

(c) the execution, delivery and performance by the Pass Through
Trustee of the Pass Through Trust Agreement and this Agreement, the purchase by
the Pass Through Trustee of the Equipment Notes pursuant to this Agreement, and
the issuance of the Pass Through Certificates pursuant to the Pass Through
Trust Agreement, do not contravene any law, rule or regulation of any
__________________________ governmental authority or agency regulating the Pass
Through Trustee's banking, trust or fiduciary powers or any judgment or order
applicable to or binding on the Pass Through Trustee and do not contravene or
result in any breach of, or constitute a default under, the Pass Through
Trustee's articles of association or by-laws or any agreement or instrument to
which the Pass Through Trustee is a party or by which it or any of its
properties may be bound;

(d) neither the execution and delivery by the Pass Through Trustee
of the Pass Through Trust Agreement or this Agreement nor the consummation by
the Pass Through Trustee of any of the transactions contemplated hereby or
thereby, requires the consent or approval of, the giving of notice to, or the
registration with, or the taking of any other action with respect to, any
_______________________ governmental authority or agency or any governmental
authority or agency regulating the Pass Through Trustee's banking, trust or
fiduciary powers;

(e) there are no pending or threatened actions or proceedings
against the Pass Through Trustee before any court or administrative agency
which individually or in the aggregate, if determined adversely to it, would
materially adversely effect the ability of the Pass Through Trustee to perform
its obligations under this Agreement or the Pass Through Trust Agreement;

(f) the Pass Through Trustee is not in default under the Pass
Through Trust Agreement;

(g) the Pass Through Trustee is not directly or indirectly
controlling, controlled by or under common control with the Owner Participant,
the Owner Trustee, the Underwriters or the Lessee;

(h) the Pass Through Trustee is purchasing the Equipment Notes for
the purposes contemplated by the Operative Agreements and not with a view to
the transfer or distribution

- 21 -
<PAGE> 26

of any Equipment Note to any other Person, except as contemplated by the
Operative Agreements; and

(i) except for the issue and sale of the Pass Through Certificates
contemplated hereby, the Pass Through Trustee has not directly or indirectly
offered any Equipment Note or Pass Through Certificate or any interest in or to
the Trust Estate, the Trust Agreement or any similar interest for sale to, or
solicited any offer to acquire any of the same from, anyone other than the
Owner Trustee and the Owner Participant, and the Pass Through Trustee has not
authorized anyone to act on its behalf to offer directly or indirectly any
Equipment Note, any Pass Through Certificate or any interest in and to the
Trust Estate, the Trust Agreement or any similar interest related to this
transaction for sale to, or to solicit any offer to acquire any of the same
from, any person other than each Owner Trustee and the Owner Participant, and
the Pass Through Trustee is not in default under the Pass Through Trust
Agreement.

Section 3.6. Representations and Warranties of the Owner
Participant. The Owner Participant represents and warrants to the Trustees and
the Lessee that, as of the date hereof:

(a) the Owner Participant is a corporation duly organized, validly
existing and in good standing under the laws of ________________ and has full
corporate power and authority to carry on its business as now conducted;

(b) the Owner Participant has the requisite power and authority to
enter into the Owner Participant Agreements and to perform its obligations
thereunder, and the execution, delivery and performance thereof do not and will
not contravene any law or regulation, or any order of any court or governmental
authority or agency applicable to or binding on the Owner Participant or any of
its properties, or contravene the provisions of, or constitute a default under,
or result in the creation of any Lien (other than such as are created by the
Operative Agreements) upon the Equipment under, its certificate of
incorporation or by-laws or any indenture, mortgage, contract or other
agreement or instrument to which the Owner Participant is a party or by which
it or any of its property is bound or affected;

(c) the Owner Participant Agreements have been duly authorized by
all necessary corporate action on the part of the Owner Participant, do not
require any approval not already obtained of the stockholders of the Owner
Participant or any approval or consent not already obtained of any trustee or
holders of indebtedness or obligations of the Owner Participant, have been duly
executed and delivered by the Owner Participant and (assuming the due
authorization, execution and delivery by each other party thereto) constitute
the legal, valid and binding obligations of the Owner Participant, enforceable
against the Owner Participant in accordance with their respective terms except
as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally and by
general principles of equity;

(d) no authorization or approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required
for the due execution, delivery or performance by the Owner Participant of the
Owner Participant Agreements;

- 22 -
<PAGE> 27

(e) the Trust Estate is free of any Lessor's Liens attributable to
the Owner Participant;

(f) there are no pending or, to the Owner Participant's knowledge,
threatened actions or proceedings against the Owner Participant before any
court or administrative agency which would materially adversely affect the
Owner Participant's financial condition or its ability to perform its
obligations under the Trust Agreement, the Tax Indemnity Agreement or this
Agreement;

(g) as of the Initial Closing Date the Owner Participant is
purchasing the Beneficial Interest to be acquired by it for its account with no
present intention of distributing such Beneficial Interest or any part thereof
in any manner which would violate the Securities Act, but without prejudice,
however, to the right of the Owner Participant at all times to sell or
otherwise dispose of all or any part of such Beneficial Interest in compliance
with the Securities Act; provided, however, that subject to the provisions of
Section 6.1, the disposition of the Beneficial Interest shall at all times be
within the Owner Participant's control. The Owner Participant acknowledges
that its Beneficial Interest has not been registered under the Securities Act,
and that neither the Owner Trustee nor the Lessee contemplates filing, or is
legally required to file, any registration statement with respect thereto;

(h) with respect to the source of the amount to be advanced by the
Owner Participant pursuant to Section 2.2, no part of such amount constitutes
assets of any employee benefit plan subject to Title I of ERISA or Section 4975
of the Code;

(i) no broker's or finder's or placement fee or commission will be
payable with respect to the transactions contemplated by the Operative
Agreements as a result of any action by the Owner Participant;

(j) the Owner Participant's net worth exceeds US$75,000,000
determined in accordance with generally accepted accounting principles.

Section 3.7. Opinion Acknowledgment. Each of the parties hereto,
with respect to such party, expressly consents to the rendering by its counsel
of the opinion referred to in Section 4.1(e) and acknowledges that such opinion
shall be deemed to be rendered at the request and upon the instructions of such
party.

SECTION 4. CLOSING CONDITIONS.

Section 4.1. Conditions Precedent to Investment by Each
Participant. The obligation of each Participant to make its investment
specified with respect to such Participant in Section 2 on the Initial Closing
Date and the Subsequent Closing Date shall be subject to the following
conditions (except that paragraph (k) and clause (i) of paragraph (p) shall not
be conditions precedent to the Owner Participant's obligations hereunder and
paragraph (n) and (s) and clause (ii) of paragraph (p) shall not be conditions
precedent to the Loan Participant's obligations hereunder):

- 23 -
<PAGE> 28

(a) Execution of Operative Agreements. On or before the Initial
Closing Date, this Agreement, the Trust Agreement, the Lease, the Lease
Supplements in respect of the Units delivered on the Initial Closing Date, the
Indenture, the Indenture Supplements in respect of the Units delivered on the
Initial Closing Date, the Equipment Notes in respect of the Units delivered on
the Initial Closing Date and the Pass Through Trust Agreement, and on or before
the Subsequent Closing Date, the Lease Supplements, the Indenture Supplements
and the Equipment Notes in respect of the Units delivered on the Subsequent
Closing Date, shall each be satisfactory in form and substance to such
Participant, shall have been duly executed and delivered by the parties thereto
(except that the execution and delivery of the documents referred to above
(other than this Agreement) by a party hereto or thereto shall not be a
condition precedent to such party's obligations hereunder), shall each be in
full force and effect and executed counterparts of each shall have been
delivered to such Participant or its counsel on or before such Closing Date;
and no event shall have occurred and be continuing that constitutes a Lease
Default or an Indenture Default.

(b) Recordation and Filing. On or before the Initial Closing Date
the Lessee shall have caused the Lease, the Lease Supplements in respect of the
Units delivered on the Initial Closing Date, the Indenture and the Indenture
Supplements in respect of the Units delivered on the Initial Closing Date, and
on or before the Subsequent Closing Date the Lessee shall have caused the Lease
Supplements and the Indenture Supplements in respect of Units delivered on the
Subsequent Closing Date to be duly filed, recorded and deposited with the ICC
in conformity with 49 U.S.C. Section 11303 and with the Registrar General of
Canada pursuant to Section 90 of the Railway Act of Canada and all necessary
actions shall have been taken to cause publication of notice of such deposit in
The Canada Gazette in accordance with said Section 90 within 21 days of such
Closing Date, and the Lessee shall furnish the Indenture Trustee, the Owner
Trustee and each Participant proof thereof. In addition, on or before the
Initial Closing Date or as soon thereafter as is reasonably practicable (but in
no event more than 30 days after such Closing Date), the Lessee shall cause the
Lease, the Lease Supplements in respect of the Units delivered on the Initial
Closing Date, the Indenture and the Indenture Supplements in respect of the
Units delivered on the Initial Closing Date, and on or before the Subsequent
Closing Date or as soon thereafter as is reasonably practicable (but in no
event more than 30 days after such Closing Date) the Lessee shall have caused
the Lease Supplements and the Indenture Supplements in respect of the Units
delivered on the Subsequent Closing Date, to be deposited in the appropriate
offices in the Canadian provinces of Ontario, Manitoba, Saskatchewan, Alberta,
British Columbia, Quebec and New Brunswick.

(c) Representations and Warranties of Lessee. On the Initial
Closing Date and the Subsequent Closing Date, the representations and
warranties of the Lessee contained in Section 3.2 and Section 3.4(b) hereof
shall be true and correct in all material respects as of such Closing Date as
though then made on and as of such date, except to the extent that such
representations and warranties relate solely to an earlier date (in which case
such representations and warranties were true and correct on and as of such
earlier date), and the Owner Trustee, the Indenture Trustee and each
Participant shall have received an Officer's Certificate dated such Closing
Date from the Lessee certifying to the foregoing matters, and the Lessee shall
have performed and complied with all agreements and conditions herein contained
which are required to be performed or complied with by the Lessee on or before
said date.

- 24 -
<PAGE> 29

(d) Representations and Warranties of Owner Trustee. On the
Initial Closing Date and the Subsequent Closing Date, the representations and
warranties of the Owner Trustee contained in Section 3.1 and Section 3.4(a)
shall be true and correct in all material respects as of such Closing Date as
though then made on and as of such date except to the extent that such
representations and warranties relate solely to an earlier date (in which case
such representations and warranties were true and correct on and as of such
earlier date), and the Lessee, the Indenture Trustee, the Pass Through Trustee
and each Participant shall have received an Officer's Certificate dated such
Closing Date from the Owner Trustee and the Owner Trustee shall have performed
and complied with all agreements and conditions herein contained which are
required to be performed or complied with by the Owner Trustee on or before
said date.

(e) Opinions of Counsel. On the Initial Closing Date and the
Subsequent Closing Date, the Owner Trustee, the Indenture Trustee and each
Participant shall have received the favorable written opinion of each of (i)
the Lessee's special counsel and General Counsel, (ii) counsel to the Owner
Trustee, (iii) special counsel to the Owner Participant, (iv) counsel to the
Pass Through Trustee, (v) counsel to the Indenture Trustee, (vi) special ICC
counsel and (vii) special Canadian counsel, in form and substance satisfactory
to each Participant; provided that, except as otherwise provided herein,
receipt by a party hereto of a favorable written opinion from counsel to such
party shall not be a condition precedent to such party's obligations hereunder.

(f) Title. On the Initial Closing Date and the Subsequent Closing
Date, after giving effect to the transactions contemplated hereby, the Owner
Trustee shall have all legal and beneficial title to each Unit to be delivered
on such Closing Date, free and clear of all Liens (other than Permitted Liens
of the type described in clause (ii) with respect to sublessees, and in clauses
(iii), (iv), (vi) and (vii) of the definition thereof).

(g) Bills of Sale. On the Initial Closing Date and the Subsequent
Closing Date the Lessee shall have delivered to the Owner Trustee (with copies
to the Indenture Trustee and each Participant) the Bill of Sale, in form and
substance reasonably satisfactory to the Owner Trustee, dated such date
covering the Units to be settled for on such Closing Date, transferring to the
Owner Trustee legal and beneficial title to such Units free of all claims,
liens and encumbrances of any nature (other than Permitted Liens of the type
described in clause (ii) with respect to sublessees and in clauses (iii), (iv),
(vi) and (vii) of the definition thereof) and warranting to the Owner Trustee
that at the time of delivery of each such Unit, the Lessee had legal and
beneficial title thereto and good and lawful right to sell the same, and title
thereto was free and clear of all Liens (other than Permitted Liens of the type
described in clause (ii) with respect to sublessees, and in clauses (iii),
(iv), (vi) and (vii) of the definition thereof).

(h) Insurance Certificates. On or before the Initial Closing Date
and the Subsequent Closing Date, the Indenture Trustee and each Participant
shall have received (x) any certificate relating to insurance that is required
pursuant to Section 12 of the Lease and (y) a certificate from a nationally
recognized insurance broker in the form attached hereto as Exhibit A.

- 25 -
<PAGE> 30

(i) Corporate Documents. Each of the Participants shall have
received such documents and evidence with respect to the Lessee, the Owner
Participant, the Owner Trustee, the Pass Through Trustee and the Indenture
Trustee as the Participants may reasonably request in order to establish the
consummation of the transactions contemplated by this Agreement, the taking of
all corporate and other proceedings in connection therewith and compliance with
the conditions herein or therein set forth.

(j) No Threatened Proceedings. No action or proceeding shall have
been instituted nor shall governmental action be threatened before any court or
governmental agency, nor shall any order, judgment or decree have been issued
or proposed to be issued by any court or governmental agency as of the Initial
Closing Date or the Subsequent Closing Date, to set aside, restrain, enjoin or
prevent the completion and consummation of this Agreement or the transactions
contemplated hereby.

(k) Closing Certificates of Owner Participant. On the Initial
Closing Date and the Subsequent Closing Date, the Lessee, the Indenture Trustee
and the Pass Through Trustee shall have received an Officer's Certificate dated
such Closing Date from the Owner Participant, to the effect that the
representations and warranties of the Owner Participant contained in Section
3.6 are true and correct in all respects on such Closing Date with the same
effect as though made on and as of said date, except to the extent that such
representations and warranties relate solely to an earlier date (in which case
such representations and warranties were true and correct on and as of such
earlier date), and that the Owner Participant has performed and complied with
all agreements and conditions herein contained which are required to be
performed or complied with by the Owner Participant on or before said date.

(l) Closing Notice. The Indenture Trustee and the Participants
shall have received the Notices of Delivery required pursuant to Section 2.3.

(m) Closing Certificates of Indenture Trustee. On the Initial
Closing Date and the Subsequent Closing Date, the Lessee, the Owner Trustee and
each Participant shall have received an Officer's Certificate dated such
Closing Date from the Indenture Trustee, to the effect that the representations
and warranties of the Indenture Trustee contained in Section 3.3 are true and
correct in all respects on such Closing Date with the same effect as though
made on and as of said date, except to the extent that such representations and
warranties relate solely to an earlier date (in which case such representations
and warranties were true and correct on and as of such earlier date), and that
the Indenture Trustee has performed and complied with all agreements and
conditions herein contained which are required to be performed or complied with
by the Indenture Trustee on or before said date.

(n) Closing Certificates of the Pass Through Trustee. On the
Initial Closing Date and the Subsequent Closing Date, the Lessee, the Owner
Trustee and the Owner Participant shall have received an Officer's Certificate
dated such Closing Date from the Pass Through Trustee, to the effect that the
representations and warranties of the Pass Through Trustee contained in Section
3.5 are true and correct in all respects on such Closing Date with the same
effect as though made on and as of said date, except to the extent that such
representations and warranties

- 26 -
<PAGE> 31

relate solely to an earlier date (in which case such representations and
warranties were true and correct on and as of such earlier date), and that the
Pass Through Trustee has performed and complied with all agreements and
conditions herein contained which are required to be performed or complied with
by the Pass Through Trustee on or before said date.

(o) No Illegality. No change shall have occurred after the date
of the execution and delivery of this Agreement in applicable law or
regulations thereunder or interpretations thereof by regulatory authorities
that, in the opinion of such Participant or its counsel, would make it illegal
for such Participant to enter into any transaction contemplated by the
Operative Agreements.

(p) Participants' Investments. (i) The Owner Participant shall
have made available its Commitment in the respective amounts specified in, and
otherwise in accordance with, Sections 2.2(a) and 2.3 and (ii) the Loan
Participant shall have made available its Commitment in the respective amounts
specified in, and otherwise in accordance with, Sections 2.2(b) and 2.3.

(q) Consents. All approvals and consents of any trustees or
holders of any indebtedness or obligations of the Lessee which are required in
connection with the transactions contemplated by this Agreement, shall have
been duly obtained and be in full force and effect.

(r) Governmental Actions. All actions, if any, required to have
been taken on or prior to the Initial Closing Date and the Subsequent Closing
Date in connection with the transactions contemplated by this Agreement on such
Closing Date shall have been taken by any governmental or political agency,
subdivision or instrumentality of the United States and all orders, permits,
waivers, exemptions, authorizations and approvals of such entities required to
be in effect on the Initial Closing Date and the Subsequent Closing Date in
connection with the transactions contemplated by this Agreement on such Closing
Date shall have been issued, and all such orders, permits, waivers, exemptions,
authorizations and approvals shall be in full force and effect, on such Closing
Date.

(s) Tax Indemnity Agreement. On or before the Initial Closing
Date, the Tax Indemnity Agreement shall be satisfactory in form and substance
to the Owner Participant, shall have been duly executed and delivered by the
Lessee and, assuming due authorization, execution and delivery by the Owner
Participant, shall be in full force and effect.

(t) Securities Act Compliance. On or before the Initial Closing
Date, the Registration Statement shall have become effective under the
Securities Act; if filing of the final prospectus, or any supplement thereto is
required pursuant to Rule 424(b) as promulgated pursuant to the Securities Act,
the final prospectus and any such supplement shall have been filed in the
manner and within the time period required by Rule 424(b); and no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceedings for that purpose shall have been instituted or
threatened.

(u) Appointment of Representative. The Owner Trustee shall have
authorized its representative, who shall be an individual designated by the
Lessee and acceptable to the Owner

- 27 -
<PAGE> 32

Trustee, to accept the Units being delivered on the Initial Closing Date and
the Subsequent Closing Date from the Lessee and to deliver such Units to the
Lessee. The Lessee shall have authorized its representative (who shall be the
same individual designated by the Lessee under this paragraph) to accept
delivery of the Units from the Owner Trustee as the Lessor pursuant to the
Lease.

Section 4.2. Additional Conditions Precedent to Investment by
Pass Through Trustee. The obligation of the Pass Through Trustee to purchase
and pay for the Equipment Notes to be purchased by it pursuant to Sections
2.2(b) and 2.3 on the Closing Date shall be subject to the additional
conditions that the Equipment Notes to be delivered on the Closing Date shall
have been duly authorized, executed and delivered to the Pass Through Trustee
by a duly authorized officer of the Owner Trustee and duly authenticated by the
Indenture Trustee and that on the Closing Date the Pass Through Trustee shall
have received the proceeds from the sale of the Pass Through Certificates.

Section 4.3. Additional Conditions Precedent to Investment by
Owner Participant. The obligation of the Owner Participant to make available
its Commitment pursuant to Sections 2.2(a) and 2.3 on the Initial Closing Date
and the Subsequent Closing Date with respect to any Unit to be delivered on
such Closing Date shall be subject to the following additional conditions:

(a) Appraisals. On or before the Initial Closing Date and the
Subsequent Closing Date, the Owner Participant shall have received an opinion
(each, an "Appraisal") of R.L. Banks & Associates, Inc., satisfactory in form
and substance to the Owner Participant, concluding that: (i) the fair market
value of the Equipment being delivered on the Initial Closing Date or the
Subsequent Closing Date, as the case may be, is equal to the Total Equipment
Cost with respect to such Equipment; (ii) the Basic Rents for the Basic Term
are fair market rents; (iii) at the expiration of the Basic Term, (A) the
remaining economic life of such Equipment will be at least equal to 20% of the
economic life of such Equipment as estimated in the Appraisal and (B) without
taking into account inflation or deflation from and after the Initial Closing
Date or the Subsequent Closing Date, as the case may be, or the existence of
any purchase option, it is reasonable to expect that such Equipment will have a
fair market value of at least 20% of the Total Equipment Cost with respect to
such Equipment; (iv) as of the Early Purchase Date, the estimated fair market
value of such Equipment, taking into account inflation or deflation from and
after the Initial Closing Date or the Subsequent Closing Date, as the case may
be, will be less than the Early Purchase Price; (v) as of the end of the Basic
Term, the estimated fair market value of such Equipment, taking into account
inflation or deflation from and after the Initial Closing Date or the
Subsequent Closing Date, as the case may be, will be less than the Basic Term
Purchase Price; (vi) as of the Outside Date, the estimated fair market value of
such Equipment, taking into account inflation or deflation from and after the
Initial Closing Date or the Subsequent Closing Date, as the case may be, will
be less than the Outside Date Purchase Price, (vii) such Equipment is not
Limited Use Property and (viii) Basic Rents from the Early Purchase Date to the
end of the Basic Term are fair market rents; provided that the Lessee makes no
representation as to the fair market value, useful life or estimated residual
value of the Equipment, and the Lessee shall not be responsible for, or incur
any liabilities as a result of, the

- 28 -
<PAGE> 33

contents of either Appraisal or report to which it relates or, except to the
extent provided in the Tax Indemnity Agreement, any information supplied by
Lessee in connection therewith.

(b) Opinion with Respect to Certain Tax Aspects. On the Initial
Closing Date and the Subsequent Closing Date, the Owner Participant shall have
received the opinion of __________________________________________ addressed to
the Owner Participant, in form and substance satisfactory to the Owner
Participant, containing such counsel's favorable opinion with respect to such
tax matters as the Owner Participant may reasonably request.

Section 4.4. Conditions Precedent to the Obligation of the
Lessee. The obligation of the Lessee with respect to the sale of the Units to
the Owner Trustee and acceptance of the Units under the Lease is subject to the
following conditions as of the Initial Closing Date and the Subsequent Closing
Date:

(a) Corporate Documents. On or before the Initial Closing Date
and the Subsequent Closing Date, the Lessee shall have received such documents
and evidence with respect to the Owner Participant, the Owner Trustee, the
Indenture Trustee and the Pass Through Trustee as the Lessee may reasonably
request in order to establish the consummation on such Closing Date of the
transactions contemplated by this Agreement, the taking of all corporate and
other proceedings in connection therewith and compliance with the conditions
herein or therein set forth.

(b) Operative Agreements. On or before the Initial Closing Date
and the Subsequent Closing Date, the Operative Agreements shall have been duly
authorized, executed and delivered by the respective party or parties thereto
(other than the Lessee), and an executed counterpart of each thereof shall have
been delivered to the Lessee or its special counsel.

(c) Representations and Warranties True. On the Initial Closing
Date and the Subsequent Closing Date, the representations and warranties of the
Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Owner
Participant contained in Section 3 hereof shall be true and correct in all
material respects as of such Closing Date as though made on and as of such
Closing Date, and the Lessee shall have received an Officer's Certificate dated
such date from each of the Owner Trustee as described in Section 4.1(d), the
Owner Participant as described in Section 4.1(k), the Indenture Trustee as
described in Section 4.1(m) and the Pass Through Trustee as described in
Section 4.1(n), addressed to the Lessee and certifying as to the foregoing
matters insofar as they relate to the Owner Trustee, the Owner Participant, the
Indenture Trustee and the Pass Through Trustee, as the case may be.

(d) Opinions of Counsel. On the Initial Closing Date and the
Subsequent Closing Date, the Lessee shall have received the opinions of counsel
referred to in Section 4.1(e) (other than that set forth in clause (i)
therein), addressed to the Lessee.

(e) No Threatened Proceedings. No action or proceeding shall have
been instituted nor shall governmental action be threatened before any court or
governmental agency, nor shall any order, judgment or decree have been issued
or proposed to be issued by any court or

- 29 -
<PAGE> 34

governmental agency as of the Initial Closing Date or the Subsequent Closing
Date, to set aside, restrain, enjoin or prevent the completion and consummation
of this Agreement or the transactions contemplated hereby.

(f) Participants' Investments. (i) The Owner Participant shall
have made available its Commitment in the amount specified in, and otherwise in
accordance with, Sections 2.2(a) and 2.3 and (ii) the Loan Participant shall
have made available its Commitment in the amount specified in, and otherwise in
accordance with, Sections 2.2(b) and 2.3.

SECTION 5. FINANCIAL AND OTHER REPORTS OF THE LESSEE.

The Lessee agrees that it will furnish directly to each Participant
the following:

(a) unless included in a Form 10-Q delivered under clause (c)
below within the 60-day period specified in this clause (a), as soon as
available and in any event within 60 days after the end of each quarterly
period, except the last, of each fiscal year, the consolidated balance sheet of
the Lessee and its consolidated Subsidiaries as at the end of such period,
together with the related consolidated statements of income and cash flows of
the Lessee and its consolidated Subsidiaries for the period beginning on the
first day of such fiscal year and ending on the last day of such quarterly
period, setting forth in each case (except for the consolidated balance sheet)
in comparative form the figures for the corresponding periods of the previous
fiscal year, all in reasonable detail and prepared in accordance with generally
accepted accounting principles;

(b) unless included in a Form 10-K delivered under clause (c)
below within the 120-day period specified in this clause (b), as soon as
available and in any event within 120 days after the last day of each fiscal
year, a copy of the Lessee's audited financial statements covering the
operations of the Lessee and its consolidated Subsidiaries, including a
consolidated balance sheet, and related consolidated statements of income and
retained earnings and consolidated statement of cash flows of the Lessee and
its consolidated Subsidiaries for such fiscal year, setting forth in each case
in comparative form the figures for the previous fiscal year, all in reasonable
detail and prepared in accordance with generally accepted accounting principles
applied on a consistent basis, which statements will have been certified by a
firm of independent public accountants of recognized national standing selected
by the Lessee;

(c) as soon as available, one copy of each Annual Report on Form
10-K (or any successor form) and Quarterly Report on Form 10-Q (or any
successor form) filed by the Lessee with the Securities and Exchange Commission
or any successor agency;

(d) within the time period prescribed in subparagraph (b) above, a
certificate, signed by the Treasurer or principal financial officer of the
Lessee, to the effect that the signer has reviewed the activities of the Lessee
during the immediately preceding fiscal year and that he is not aware of any
default in compliance by the Lessee with any of the covenants, terms and
provisions of the Participation Agreement or the Lease (except as specified),
and if a Lease Default or Lease Event of Default shall exist, specifying such
Lease Default or Lease Event of Default and the nature and status thereof;

- 30 -
<PAGE> 35

(e) promptly, all material reports or statements which the Lessee
may make to, or file with, the Securities and Exchange Commission or any
successor thereto (excluding such reports or statements which are treated as
confidential and not available to the public, in accordance with applicable
law, by the Securities and Exchange Commission, for so long as such
confidentiality shall be maintained); and

(f) promptly, such additional information with respect to the
financial condition or business of the Lessee as any Participant may from time
to time reasonably request.

SECTION 6. CERTAIN COVENANTS OF THE PARTICIPANTS, THE TRUSTEES AND THE
LESSEE.

Section 6.1. Restrictions on Transfer of Beneficial Interest.
The Owner Participant agrees that it shall not sell, convey, assign, pledge,
mortgage or otherwise transfer any of its Beneficial Interest prior to the
expiration or earlier termination of the Lease Term without the Lessee's and,
so long as any Equipment Notes are outstanding, the Indenture Trustee's consent
(which consent shall not be unreasonably withheld) and absent indemnifying the
Lessee to its reasonable satisfaction unless:

(a) the Person to whom such transfer is to be made (a
"Transferee") is (i) an institutional or corporate investor with net worth or,
in the case of a bank or lending institution, combined capital and surplus at
the time of such transfer of at least US$75,000,000 determined in accordance
with generally accepted accounting principles or (ii) any Affiliate of any such
institutional or corporate investor if such investor guarantees the obligations
so assumed by such Affiliate pursuant to an instrument or instruments identical
to Exhibit B hereto in all material respects or otherwise reasonably
satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or
(iii) an Affiliate of the Owner Participant; provided that in the event of a
transfer pursuant to clause (iii) which does not qualify under clauses (i) or
(ii), the Owner Participant shall remain liable for all of its obligations
under this Agreement and the other Operative Agreements and any guarantee given
pursuant to clause (ii) shall remain in full force and effect;

(b) the Owner Participant is not in default under the Lease;

(c) neither the Transferee nor any of its Affiliates shall be a
direct competitor (other than as a passive investor or loan participant in the
financing of equipment or facilities used in full service railcar leasing) of
the Lessee in the business of leasing rail cars under full service operating
leases; provided, that no Transferee or Affiliate thereof shall be deemed to
(i) be engaged in full service railcar leasing or (ii) hold (directly or
indirectly) any material interest in any business that is competitive with the
Lessee's full service railcar leasing business, solely by reason of any sale,
lease or other disposition (or any actions in furtherance of any of the
foregoing) of any of such Person's interest in any equipment or facilities
directly or indirectly owned, leased or otherwise controlled pursuant to any
such Person's passive investment or loan participation in the financing of any
such equipment or facilities used in full service railcar leasing or any
re-leasing or sale of any rail equipment which is returned to or repossessed by
or on behalf of the Owner Participant or any Affiliate of the Owner Participant
from a lessee

- 31 -
<PAGE> 36

or borrower in connection with a lease financing or lender transaction entered
into by the Owner Participant or such Affiliate as a passive lessor, investor
or lender;

(d) the Indenture Trustee and the Lessee shall have received 10
days prior written notice of such transfer specifying the name and address of
any proposed transferee and such additional information as shall be necessary
to determine whether the proposed transfer satisfies the requirements of this
Section 6.1; provided, however, that such 10 days prior written notice need not
be given to the Indenture Trustee and the Lessee if such sale, conveyance,
assignment, pledge, mortgage or other transfer is to an Affiliate of the Owner
Participant;

(e) so long as any Interim Interest has become due and payable but
has not been paid by, or reimbursed by, the Owner Participant, the Lessee shall
have consented in writing to such transfer;

(f) such Transferee enters into an agreement or agreements in form
and substance reasonably satisfactory to the Lessee, the Owner Trustee and the
Indenture Trustee whereby such Transferee confirms that it shall be deemed a
party to this Agreement and each other Operative Agreement to which the
transferring Owner Participant is a party, and agrees to be bound by all the
terms of, and to undertake all of the obligations and liabilities of the
transferring Owner Participant contained in, this Agreement and such other
Operative Agreements and in which the Transferee shall make representations and
warranties comparable to those of the Owner Participant contained herein and
therein;

(g) such transfer complies in all respects with and does not
violate any applicable federal securities law and the securities law of any
applicable state;

(h) an opinion of counsel of the Transferee (which counsel shall
be reasonably acceptable to the Lessee and the Indenture Trustee and which may
be internal counsel of the Transferee), confirming (i) the existence, power and
authority of, and due authorization, execution and delivery of all relevant
documentation by, the Transferee (with appropriate reliance on certificates of
corporate officers or public officials as to matters of fact), (ii) that each
agreement referred to in subparagraph (f) above is the legal, valid, binding
and enforceable obligation of the Transferee (subject to customary
qualifications as to bankruptcy and equitable principles) and (iii) compliance
of the transfer with applicable federal securities laws and material laws of
the Transferee's domicile and other material laws applicable to the Transferee,
shall be provided, prior to such transfer, to the Lessee and the Indenture
Trustee, which opinion shall be in form and substance reasonably satisfactory
to each of them;

(i) except as specifically consented to in writing by the Lessee
and the Indenture Trustee, the terms of the Operative Agreements shall not be
altered;

(j) such transfer shall not result in an increase in the Lessee's
obligations under Section 7.1 or 7.2 or under the Tax Indemnity Agreement;

- 32 -
<PAGE> 37

(k) no Owner Participant shall hold less than [20]% of the
Beneficial Interest after giving effect to such transfer and the Beneficial
Interest shall be held by not more than [four] Owner Participants;

(l) all reasonable expenses of the parties hereto (including,
without limitation, legal fees and expenses of special counsel) incurred in
connection with each transfer of such Beneficial Interest shall be paid by the
transferring Owner Participant or the Transferee;

(m) such transfer (i) does not involve the use of an amount which
constitutes assets of an employee benefit plan subject to Title I of ERISA or
Section 4975 of the Code or (ii) will not constitute a prohibited transaction
under ERISA;

(n) as a result of such transfer, no Indenture Default
attributable to the Owner Participant or the Owner Trustee shall have occurred
and be continuing;

(o) as long as no Lease Event of Default has occurred and is
continuing, the transfer does not involve the sale of the stock of any Owner
Participant the sole asset of which is all or a portion of the Beneficial
Interest to, or the merger of any such Owner Participant with or into, any
Person described in paragraph (c) of this Section 6.1;

(p) the Transferee (i) is a "United States Person" within the
meaning of Section 7701(a)(30) of the Code or (ii) is engaged in a United
States trade or business for purposes of Subtitle A, Chapter 1, Subchapter N of
the Code and is acquiring such Beneficial Interest in connection with such
trade or business;

(q) the Owner Participant shall have made available its Commitment
in respect of Units to be delivered on the Subsequent Closing Date; and

(r) the Owner Participant shall deliver an Officer's Certificate
certifying as to compliance with the transfer requirements contained herein.

Upon any such transfer, (i) except as the context otherwise requires, such
Transferee shall be deemed the "Owner Participant" for all purposes, and shall
enjoy the rights and privileges and perform the obligations of the Owner
Participant to the extent of the interest transferred hereunder and under each
other Operative Agreement to which the Owner Participant is a party, and,
except as the context otherwise requires, each reference in this Agreement and
each other Operative Agreement to the "Owner Participant" shall thereafter be
deemed to include such Transferee for all purposes to the extent of the
interest transferred, and (ii) the transferor, except as provided in Section
6.1(l) hereof and except in the case of a transfer to a Transferee described in
Section 6.1(a)(iii) hereof, shall be released from all obligations hereunder
and under each other Operative Agreement to which such transferor is a party or
by which such transferor is bound to the extent such obligations are expressly
assumed by a Transferee; and provided, further, that in no event shall any such
transfer or assignment waive or release the transferor from any liability on
account of any breach existing immediately prior to such transfer of any of its
representations, warranties, covenants or obligations set forth in the
Operative Agreements or for any fraudulent or willful misconduct. Any transfer
or assignment of the Beneficial

- 33 -
<PAGE> 38

Interest in violation of this Section 6.1 shall be of no effect as between the
parties to this Agreement. Subject to the rights of the Lessee pursuant to
subsection 6.1(o), the provisions of this Section 6.1 shall not be construed to
restrict the Owner Participant from consolidating with or merging into any
other corporation or restricting another corporation from merging into or
consolidating with the Owner Participant. No consent of the Lessee otherwise
required hereunder shall be required if any Lease Event of Default shall have
occurred and be continuing. Notwithstanding any transfer, the transferor Owner
Participant shall be entitled to all benefits accrued and all rights vested
prior to such transfer, including, without limitation, rights to
indemnification under any Operative Agreements.

Section 6.2. Lessor's Liens Attributable to the Owner
Participant. The Owner Participant hereby unconditionally agrees with and for
the benefit of the other parties to this Agreement that the Owner Participant
will not directly or indirectly create, incur, assume or suffer to exist any
Lessor's Liens on or against any part of the Trust Estate or the Equipment
attributable to the Owner Participant, and the Owner Participant agrees that it
will, at its own cost and expense, take such action as may be necessary to duly
discharge and satisfy in full any such Lessor's Lien (by bonding or otherwise,
so long as Lessee's operation and use of the Equipment and the interest of the
Indenture Trustee in the Indenture Estate is not impaired); provided that the
Owner Participant may contest any such Lessor's Lien in good faith by
appropriate proceedings so long as such proceedings do not involve any material
danger of the sale, forfeiture or loss of the Equipment or any interest therein
or interference with the use, operation, or possession of the Equipment by the
Lessee under the Lease or the rights of the Indenture Trustee under the
Indenture.

Section 6.3. Lessor's Liens Attributable to the Owner Trustee.
The Owner Trustee, in its individual capacity, hereby unconditionally agrees
with and for the benefit of the other parties to this Agreement that the Owner
Trustee in its individual capacity will not directly or indirectly create,
incur, assume or suffer to exist any Lessor's Liens on or against any part of
the Trust Estate or the Equipment attributable to the Owner Trustee in its
individual capacity, and the Owner Trustee in its individual capacity agrees
that it will, at its own cost and expense, take such action as may be necessary
to duly discharge and satisfy in full any such Lessor's Lien attributable to
the Owner Trustee in its individual capacity (by bonding or otherwise, so long
as Lessee's operation and use of the Equipment and the interest of the
Indenture Trustee in the Indenture Estate is not impaired); provided that the
Owner Trustee may contest any such Lessor's Lien in good faith by appropriate
proceedings so long as such proceedings do not involve any material danger of
the sale, forfeiture or loss of the Equipment or any interest therein or
interference with the use, operation, or possession of the Equipment by the
Lessee under the Lease or the right of the Indenture Trustee under the
Indenture.

Section 6.4. Liens Created by the Indenture Trustee and the Loan
Participant.

(a) The Indenture Trustee, in its individual capacity, covenants and
agrees with the Lessee, the Owner Trustee, the Owner Participant and the Loan
Participant that it shall not cause or permit to exist any Lien on the
Equipment or all or any portion of any Trust Estate or the Indenture Estate
arising as a result of (i) claims against the Indenture Trustee in its
individual

- 34 -
<PAGE> 39

capacity not related to its interest in the Equipment and any Trust Estate, or
to the administration of the Indenture Estate pursuant to the Indenture, (ii)
acts of the Indenture Trustee in its individual capacity not contemplated by,
or failure of the Indenture Trustee to take any action it is expressly required
to perform by, the Operative Agreements, (iii) claims against the Indenture
Trustee in its individual capacity relating to Taxes or expenses that are not
indemnified against by the Lessee pursuant to Section 7 attributable to the
actions of the Indenture Trustee, solely in its individual capacity, or (iv)
claims against the Indenture Trustee arising out of the transfer by the
Indenture Trustee of all or any portion of its interest in the Equipment, the
Indenture Estate or the Operative Agreements, other than a transfer permitted
by the Operative Agreements and that the Indenture Trustee will, at its own
cost and expense (and without any right of reimbursement from any other party
hereto), promptly take such action as may be necessary duly to discharge any
such Lien.

(b) The Loan Participant covenants and agrees with the Lessee, the
Owner Trustee, the Owner Participant and the Indenture Trustee that it shall
not cause or permit to exist any Lien on the Equipment or all or any portion of
any Trust Estate or the Indenture Estate arising as a result of (i) claims
against such Loan Participant not related to its interest in the Equipment and
any Trust Estate, (ii) acts of such Loan Participant not contemplated by, or
failure of such Loan Participant to take any action it is expressly required to
perform by, the Operative Agreements, (iii) claims against such Loan
Participant relating to Taxes or expenses that are not indemnified against by
the Lessee pursuant to Section 7, or (iv) claims against such Loan Participant
arising out of the transfer by such Loan Participant of all or any portion of
its interest in the Equipment, the Indenture Estate or the Operative
Agreements, other than a transfer permitted by the Operative Agreements and
that such Loan Participant will, at its own cost and expense (and without any
right of reimbursement from the Lessee), promptly take such action as may be
necessary duly to discharge any such Lien.

Section 6.5. Covenants of Owner Trustee, Owner Participant and
Indenture Trustee. The Owner Participant, and the Owner Trustee in its
individual and trust capacity, hereby agree, as to their own actions only,
severally and not jointly, with the Lessee, the Loan Participant and the
Indenture Trustee (a) not to amend, supplement, or otherwise modify any
provision of the Trust Agreement in such a manner as to adversely affect the
rights of the Lessee, the Loan Participant or the Indenture Trustee without the
prior written consent of such party and (b) not to terminate or revoke the
Trust Agreement or the trusts created by the Trust Agreement prior to the
payment in full and discharge of the Equipment Notes and all other indebtedness
secured by the Indenture and the final discharge thereof pursuant to Section
7.1 thereof or prior to the expiration or early termination of the Lease. Each
of the Owner Trustee and the Indenture Trustee agrees, for the benefit of the
Lessee and the Owner Participant, to comply with the provisions of the
Indenture and not to amend, supplement, or otherwise modify any provision of
the Indenture except in the manner provided in Article IX thereof.
Notwithstanding any provision herein or in any of the Operative Agreements to
the contrary, the Indenture Trustee's obligation to take or refrain from taking
any actions, or to use its discretion (including, but not limited to, the
giving or withholding of consent or approval and the exercise of any rights or
remedies under such Operative Agreements), and any liability therefor, shall,
in addition to any other limitations provided herein or in the other Operative
Agreements, be limited by the provisions of the Indenture.

- 35 -
<PAGE> 40

Section 6.6. Amendments to Operative Agreements. The Trustees
and Participants will not terminate the Operative Agreements to which the
Lessee is not or will not be a party, or amend, supplement, waive or modify
such Operative Agreements in any manner that increases the obligations or
liabilities, or decreases the rights, of the Lessee under such Operative
Agreements, except in accordance with such Operative Agreements in effect on
the date hereof (as amended, modified or supplemented from time to time in
accordance with the terms hereof and of such Operative Agreements). The Owner
Participant and the Trustees (as applicable) agree that, in any event, they
will not amend Section 2.10 or Article IX of the Indenture or Article IX of the
Trust Agreement without the prior written consent of the Lessee.

Section 6.7. Covenant of the Lessee. The Lessee hereby agrees
with the Owner Trustee, each Participant and the Indenture Trustee to deliver
to the Owner Trustee on the Initial Closing Date and the Subsequent Closing
Date a Bill of Sale evidencing the purchase and transfer of title of each Unit
to be settled for on such Closing Date.

Section 6.8. Merger Covenant. The Lessee shall not consolidate
with or merge into any other Person, or permit any other Person to merge into
it, or convey, transfer or lease substantially all of its assets as an entirety
to any Person unless (i) the Person formed by such consolidation or surviving
such merger (if other than the Lessee) or the Person which acquires by
conveyance, transfer or lease substantially all of the assets of the Lessee as
an entirety is a corporation organized and existing under the laws of the
United States or any state thereof or the District of Columbia and shall
execute and deliver to the Owner Trustee, the Owner Participant and the
Indenture Trustee an agreement containing the assumption by such successor
corporation of the due and punctual performance and observance of each covenant
and condition of this Agreement and each of the other Lessee Agreements to be
performed or observed by the Lessee, (ii) immediately prior to and immediately
after giving effect to such transaction, no Lease Default or Lease Event of
Default shall have occurred, whether as a result of such consolidation or
merger or such conveyance, transfer or lease or otherwise, (iii) the Lessee
shall have made all filings necessary or appropriate in the reasonable opinion
of the Owner Trustee and the Indenture Trustee in order to preserve and protect
the rights of the Lessor under the Lease and of the Indenture Trustee under the
Indenture and (iv) there shall have been delivered to the Owner Participant,
the Owner Trustee and the Indenture Trustee an Officer's Certificate of the
successor to the Lessee (or such Person as is the surviving corporation) and an
opinion of counsel (which may be such Person's in-house counsel) in form and
substance reasonably satisfactory to the Owner Participant, the Owner Trustee
and the Indenture Trustee, each stating that such consolidation, merger,
conveyance, transfer or lease and the assumption agreement mentioned in clause
(i) above comply with this Section 6.8. Upon such consolidation or merger, or
any conveyance, transfer or lease of substantially all of the assets of the
Lessee as an entirety in accordance with this Section 6.8, the successor
corporation formed by such consolidation or into which the Lessee is merged or
to which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Lessee under
this Agreement and the other Operative Agreements with the same effect as if
such successor corporation had been named as the Lessee herein.

- 36 -
<PAGE> 41

Section 6.9. Lessee's Purchase in Certain Circumstances. If an
Owner Participant, any subsequent transferee or any Affiliate thereof is
engaged, or acquires, is acquired by, merges or otherwise consolidates with any
company or Affiliate thereof engaged, in full service railcar leasing, whether
or not a direct competitor to the Lessee or any Affiliate thereof, or by or
with any Person that has a material interest (whether held directly or
indirectly) in an enterprise that engages in a business that is competitive
with the Lessee's full service railcar leasing business, the Lessee may, on a
Determination Date which is designated by the Lessee by written notice to the
Owner Trustee, the Indenture Trustee and the Pass Through Trustee not less than
25 days prior to such Determination Date, purchase the Equipment for a purchase
price equal to the greater of Termination Value or the Fair Market Sales Value,
each calculated as of such Determination Date, plus in either case all accrued
and unpaid Rent for the Equipment as of the date of purchase and any Make-Whole
Amount then payable on the Equipment Notes pursuant to Section 2.10(c) of the
Indenture; provided, that the Lessee's rights to purchase the Equipment
pursuant to this Section 6.9 shall terminate 90 days after receipt by the
Lessee of written notice from the Owner Participant or any subsequent
transferee or any Affiliate thereof, that it is engaged in full service railcar
leasing or of any such acquisition, merger or consolidation; provided further,
that an institutional investor which is a passive investor in the financing of
equipment or facilities used in full service railcar leasing shall not, solely
by reason of such investment, be deemed to be engaged in such business;
provided, further, that none of any Owner Participant or any subsequent
transferee or Affiliate thereof shall be deemed to (i) be engaged in full
service railcar leasing or (ii) hold (directly or indirectly) any material
interest in any business that is competitive with the Lessee's full service
railcar leasing business, solely by reason of any sale, lease or other
disposition (or any actions in furtherance of any of the foregoing), of any of
such Person's interest in any equipment or facilities directly or indirectly
owned, leased or otherwise controlled pursuant to any such Person's passive
investment or loan participation in the financing of any such equipment or
facilities used in full service railcar leasing or any re-leasing or sale of
any rail equipment which is returned to or repossessed by or on behalf of the
Owner Participant or any Affiliate from a lessee or borrower in connection with
a lease financing or lender transaction entered into by the Owner Participant
or such Affiliate as a passive lessor, investor or lender.

If the Lessee elects to exercise the purchase option provided for in
this Section 6.9, Lessee shall, as the purchase price therefor, in the sole
discretion of the Lessee, either (i) pay the Termination Value or the Fair
Market Sales Value, as specified in the paragraph above, together with all
other amounts due and owing by Lessee under the Operative Agreements, or (ii)
pay the difference between the Termination Value or the Fair Market Sales
Value, as applicable, and the outstanding principal amount of the Equipment
Notes as of the Determination Date, together with all other amounts due and
owing by the Lessee under the Operative Agreements, and assume on a full
recourse basis, and agree to indemnify the Lessor against, all of the Owner
Trustee's obligations in respect of the related Equipment Notes; provided,
that, following such assumption, the purchased Units shall remain subject to
the lien of the related Indenture. The Lessee will make the payments required
by foregoing clause (i) or assume the Equipment Notes as provided in foregoing
clause (ii) on the Determination Date against delivery of a bill of sale
transferring and assigning to the Lessee all right, title and interest of the
Lessor in and to such Units on an "as-is" "where-is" basis and containing a
warranty against the

- 37 -
<PAGE> 42

Lessor's Liens. The Lessor shall not be required to make any other
representation or warranty as to the condition of such Units or any other
matters, and may specifically disclaim any such representations or warranties.

Section 6.10. Owner Participant an Affiliate of Lessee. If at
any time the original or any successor Owner Participant shall be an Affiliate
of the Lessee, such Owner Participant and the Lessee agree that notwithstanding
Section 9.05 of the Indenture such Owner Participant will not vote its
Beneficial Interest to modify, amend or supplement any provision of the Lease
or this Agreement or give, or permit the Owner Trustee to give, any consent,
waiver, authorization or approval thereunder if any such action would adversely
affect in a material manner the Indenture Trustee or any holder of an Equipment
Note unless such action shall have been consented to by a Majority in Interest.

Section 6.11. Corporate Existence; Place of Business. The Lessee
shall at all times maintain its corporate existence except as permitted by
Section 6.8; and it shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate rights, powers,
privileges and franchises except for any corporate right, power, privilege or
franchise that it in good faith determines is no longer necessary or desirable
in the conduct of its business.

Section 6.12. No Impairment of Warranties. From and after the
Closing Date and throughout the Lease Term, the Lessee shall not take any
action (or fail to take any action) if the result of such action (or failure to
act) would abrogate or invalidate or otherwise materially adversely affect the
validity of any warranties applicable to the Units which would otherwise be
available with respect to the Units.

SECTION 7. LESSEE'S INDEMNITIES.

Section 7.1. General Tax Indemnity.

(a) Tax Indemnitee Defined. For purposes of this Section 7.1,
"Tax Indemnitee" means the Owner Participant, its Affiliates, the Pass Through
Trustee, both in its individual capacity and as trustee, the Owner Trustee both
in its individual capacity and as trustee, the Indenture Trustee both in its
individual capacity and as trustee, each of their respective successors or
assigns permitted under the terms of the Operative Agreements, any officer,
director, employee or agent of any of the foregoing, the Trust Estate and the
Indenture Estate.

(b) Taxes Indemnified. All payments by the Lessee to any Tax
Indemnitee in connection with the transactions contemplated by the Operative
Agreements shall be free of withholdings of any nature whatsoever (and at the
time that the Lessee is required to make any payment upon which any withholding
is required the Lessee shall pay an additional amount such that the net amount
actually received will, after such withholding and on an After-Tax Basis, equal
the full amount of the payment then due) and shall be free of expense to each
Tax Indemnitee for collection or other charges, provided, however, that no such
additional amounts shall be paid by the Lessee and the Lessee assumes no
responsibility regarding any withholdings imposed by reason of any transfer of
the Equipment or any interest in the Operative Agreements

- 38 -
<PAGE> 43

by the Lessor or the Owner Participant other than any Transfer which occurs
during the continuance of a Lease Default or Lease Event of Default. If, for
any reason, the Lessee is required to make any payment to a taxing authority
with respect to, or as a result of, any withholding tax imposed on any Tax
Indemnitee in respect of the transactions contemplated by the Operative
Agreements which withholding tax is not the responsibility of the Lessee under
this Section 7.1 then such Tax Indemnitee shall pay to the Lessee within 30
days of a demand an amount which equals the amount paid by the Lessee with
respect to, or as a result of, such withholding tax, plus interest computed at
such Tax Indemnitee's cost of funds rate during the period commencing on the
date the Lessee shall have paid an additional amount pursuant to the first
sentence of this paragraph and ending on the date the Lessee actually receives
such payment. Subject to the exclusions stated in subsection (c) below, the
Lessee agrees to indemnify and hold harmless each Tax Indemnitee, on an
After-Tax Basis, taking into account the income tax consequences to the Tax
Indemnitee of the accrual or receipt of an indemnity payment, against all fees
(including, without limitation, license, documentation or other fees and
registration fees), taxes (including, without limitation, income, gross
receipts, franchise, sales, use, rental, turnover, business, occupation,
excise, value-added, tangible and intangible personal property and stamp
taxes), levies, assessments, imposts, duties, charges or withholdings of any
nature, together with any and all penalties, additions to tax, fines or
interest thereon ("Taxes") imposed upon any Tax Indemnitee, the Lessee or any
Person in possession of the Equipment or all or any part of the Equipment by
any federal, state or local government, political subdivision, or taxing
authority in the United States or its possessions, by any government or taxing
authority of or in a foreign country or by any international authority, upon,
with respect to or in connection with:

(i) the Equipment or any part of any of the Equipment or
interest therein;

(ii) the acquisition, financing, ownership, leasing,
possession, purchase, acceptance, rejection, condition, registration,
return, use, storage, operation, return, transfer of title,
maintenance, repair, improvement, replacement, substitution, delivery,
redelivery, non-delivery, transport, preparation, assembly, insurance,
construction, manufacture, insuring, modification, transfer, control,
occupancy, servicing, mortgaging, location, refinancing, disposition,
subleasing, repossession, abandonment, sale or other application or
disposition of or with respect to the Equipment or any part of any of
the Equipment or interest therein;

(iii) the rental payments, receipts of earnings arising
from any Unit of Equipment or payable pursuant to the Lease;

(iv) the Equipment Notes, their issuance, acquisition,
transfer or refinancing or (as between the Lessee and any Tax
Indemnitee other than the Indenture Estate) the payment of principal,
interest or Make-Whole Amount or other amounts with respect thereto;
and

(v) the Operative Agreements or otherwise in connection
with the transactions contemplated thereby.

- 39 -
<PAGE> 44

(i) In the case of the Owner Participant, the Owner
Trustee or the Trust Estate, Income Taxes (as defined in Section
7.1(l), below) imposed by (A) the United States federal government,
other than any United States federal Income Taxes imposed by way of
deduction or withholding upon or with respect to payments on any
Equipment Notes, together with any penalties, fines, additions to Tax
or interest related thereto (provided that this subclause (A) shall
not be construed as preventing Lessee from recouping any such
deduction or withholding from the Indenture Trustee, the Pass Through
Trustee or any Certificateholder or as giving to the Indenture Trustee
a right to indemnification by the Lessee for Taxes payable pursuant to
Section 6.09 of the Indenture), (B) any state or local tax
jurisdiction in the United States (unless such Tax Indemnitee would
not have been subject to tax in such jurisdiction but for this
transaction (including the operation or presence of any Unit (or part
thereof) and other leasing transactions between the Lessee (or its
Affiliates) and the Owner Participant (or its Affiliates) or the
Lessee making payment from or performing other actions in such
jurisdiction)), provided, however, that for purposes of this clause
(B), the determination of (y) whether any Tax Indemnitee is treated as
being incorporated or having its principal place of business in any
state or local tax jurisdiction under this clause (B), or (z) whether
any such Tax Indemnitee is deemed to be subject to tax in any state or
local tax jurisdiction but for this transaction under this clause (B),
shall be made by treating each corporation which is a Tax Indemnitee
on a stand-alone basis and without regard to any Affiliates, related
Tax Indemnitees or other entities, except to the extent that such Tax
Indemnitee files combined or consolidated tax returns in such state or
local jurisdiction, respectively, with one or more Affiliates which
are also Tax Indemnitees, (C) any foreign government or any political
subdivision or taxing authority thereof or any territory or possession
of the United States or by any international authority except to the
extent such Income Taxes would not have been imposed by such
jurisdiction but for the use, location, operation, presence or
registration of any Unit or part thereof in such jurisdiction or the
activities of the Lessee or any of its Affiliates in such jurisdiction
or the making of any payments from such jurisdiction by or on behalf
of the Lessee pursuant to the Operative Agreements or (D) any
government or jurisdiction described in (A), (B) or (C) of this clause
(i) because the applicable Tax Indemnitee is not a resident of the
United States for tax purposes.

(ii) Taxes imposed with respect to any period after the
earliest of (x) the return of possession of the Equipment to the Owner
Participant or the placement of the Equipment in storage at the
request of the Owner Participant, in either case pursuant to Section 6
of the Lease, (y) the termination of the Lease Term pursuant to
Section 22.1 or Section 22.3 of the Lease, or (z) the discharge in
full of the Lessee's obligation to pay the Termination Value or the
Stipulated Loss Value and all other amounts due, if any, under Section
10 or 11.2 of the Lease, as the case may be, with respect to the
Equipment; provided that the exclusion set forth in this clause (ii)
shall not apply to Taxes to the extent such Taxes relate to events
occurring or matters arising prior to or simultaneously with such
time;

- 40 -
<PAGE> 45

(iii) As to any Tax Indemnitee, Taxes to the extent caused
by any misrepresentation or breach of warranty or covenant under the
Operative Agreements or by the gross negligence or willful misconduct
of such Tax Indemnitee;

(iv) As to any Tax Indemnitee, Taxes which become payable
as a result of a sale, assignment, transfer or other disposition
(whether voluntary or involuntary) by such Tax Indemnitee of all or
any portion of its interest in the Equipment or any part thereof, the
Trust Estate or any of the Operative Agreements or rights created
thereunder other than as a result of the substitution, modification or
improvement of the Equipment or any part thereof or a disposition
which occurs as the result of the exercise of remedies for a Lease
Event of Default, any disposition which occurs during the continuance
of a Lease Event of Default or a purchase of any Unit pursuant to the
Lease; provided, that, notwithstanding the foregoing, Lessee shall not
be obligated to indemnify any Tax Indemnitee with respect to net
income taxes imposed within the United States as the result of a sale,
assignment, transfer or other disposition by such Tax Indemnitee or
any Taxes imposed as a result of the status of the Tax Indemnitee as
other than a resident of the United States for tax purposes;

(v) Taxes which result from the Owner Trustee's engaging
on behalf of the Trust Estate in transactions unrelated to those
permitted or contemplated by the Operative Agreements;

(vi) As to any Tax Indemnitee, Taxes to the extent they
exceed the Taxes that would have been imposed had the initial Tax
Indemnitee not transferred, sold or otherwise disposed of any interest
held by such Tax Indemnitee pursuant to any of the Operative
Agreements; and

(vii) Taxes imposed on the Owner Trustee based on the
Owner Trustee's fee for services under the Trust Agreement.

(d) Other Obligations. Notwithstanding any other provision
anywhere contained in the Operative Agreements, it is understood that except as
provided in Section 6.2, with respect to the Owner Participant, and Section
6.3, with respect to the Owner Trustee, the Owner Participant and the Owner
Trustee shall have no obligations with respect to Taxes or other charges to the
Indenture Trustee or the Loan Participant imposed under Section 7.16 of the
Pass Through Trust Agreement or Section 6.09 of the Indenture, or otherwise.

(e) Payments to Lessee.

(i) If any Tax Indemnitee shall realize a Tax benefit (net of
any Tax detriment not otherwise paid or indemnified against by the
Lessee hereunder) as a result of any Taxes paid or indemnified against
by the Lessee under this Section 7.1 (whether by way of deduction,
credit, allocation or apportionment or otherwise), such Tax Indemnitee
shall pay to the Lessee an amount equal to the amount of such Tax
benefit, increased by the Tax Indemnitee's additional saved Taxes
attributable to the payment being made to the Lessee hereunder;
provided, however, that in no event shall the aggregate amount paid

- 41 -
<PAGE> 46

by any Tax Indemnitee to the Lessee with respect to any realized Tax
benefit exceed the aggregate amount previously advanced by the Lessee
with respect to such Taxes but provided, further, that such excess
shall be carried forward to reduce or offset any future obligations of
the Lessee to such Tax Indemnitee under this Section 7.1.

(ii) Upon receipt by a Tax Indemnitee of a refund or
credit of all or part of any Taxes paid or indemnified against by the
Lessee, such Tax Indemnitee shall pay to the Lessee an amount equal to
the amount of such refund plus any interest received by or credited to
such Tax Indemnitee with respect to such refund increased or
decreased, as the case may be, by the Tax Indemnitee's net additional
or saved taxes attributable to the receipt of such amounts from the
taxing authority and the payment being made to the Lessee hereunder.

(iii) The Tax Indemnitee shall in good faith file its Tax
returns and deal with taxing authorities to seek and claim any such
tax benefits or refunds.

(f) Procedures. Any amount payable to a Tax Indemnitee pursuant
to paragraph (b) shall be paid within 30 days after receipt of a written demand
therefor from such Tax Indemnitee accompanied by a written statement describing
in reasonable detail the basis for such indemnity and the computation of the
amount so payable, provided that such amount need not be paid prior to (i) the
date on which such Taxes are due, or (ii) in the case of amounts which are
being contested pursuant to paragraph (g) hereof, the time such Taxes are due
and payable pursuant to the resolution of such contest (including all appeals).
Any amount payable to the Lessee pursuant to paragraph (e) shall be paid within
30 days after the Tax Indemnitee realizes a net tax benefit or receives a
refund giving rise to a payment under paragraph (e), and shall be accompanied
by a written statement by the Tax Indemnitee setting forth in reasonable detail
the basis for computing the amount of such payment. Within 15 days following
the Lessee's receipt of any computation from the Tax Indemnitee, the Lessee may
request that the accounting firm that regularly prepares the certified
financial statements of the Tax Indemnitee determine whether such computations
of the Tax Indemnitee are correct. Such accounting firm shall be requested to
make the determination contemplated by this paragraph (f) within 30 days of its
selection. In the event such accounting firm shall determine that such
computations are incorrect, then such firm shall determine what it believes to
be the correct computations. The Tax Indemnitee shall cooperate with such
accounting firm and supply it with all information necessary to permit it to
accomplish such determination on a confidential basis. The computations of
such accounting firm shall be final, binding and conclusive upon the parties
and the Lessee shall have no right to inspect the books, records or tax returns
of the Tax Indemnitee to verify such computation or for any other purpose. All
fees and expenses of the accounting firm payable under this Section 7.1(f)
shall be borne by the Lessee except that if such accounting firm determines
that the Tax Indemnitee's computations were incorrect and understated the
payments owing to the Lessee or overstated the payments owing to such Tax
Indemnitee by 10% or more of the correct amount as determined by such
accounting firm, then the Tax Indemnitee shall bear the fees and expenses of
such accounting firm.

(g) Contest. If a written claim is made against a Tax Indemnitee
for Taxes with respect to which the Lessee may be liable for indemnity
hereunder, the Tax Indemnitee shall

- 42 -
<PAGE> 47

give the Lessee prompt notice in writing of such claim (and in any event within
30 days after its receipt) and shall promptly furnish the Lessee with copies of
the claim and all other writings received from the taxing authority relating to
the claim; provided however, that the failure of such Tax Indemnitee to timely
provide such written notice shall not affect the Lessee's obligations under
this Section 7.1(g) except to the extent that the same materially adversely
affects the ability of the Lessee to contest such Taxes. The Tax Indemnitee
shall not pay such claim prior to the 30 days after providing the Lessee with
such written notice, unless required to do so by law or unless deferral of
payment would cause material adverse consequences to the Tax Indemnitee. The
Tax Indemnitee shall in good faith, with due diligence and at the Lessee's
expense, if requested in writing by the Lessee, contest (including pursuing all
appeals permitted hereby) in the name of the Tax Indemnitee (or, if requested
by the Lessee and permissible as a matter of law, in the name of the Lessee),
or shall permit the Lessee to contest in either the name of the Lessee or with
the Tax Indemnitee's consent, in the name of the Tax Indemnitee the validity,
applicability or amount of such Taxes by,

(i) resisting payment thereof if practical;

(ii) not paying the same except under protest if protest
is necessary and proper;

(iii) if the payment be made, using reasonable efforts to
obtain a refund thereof in appropriate administrative and judicial
proceedings; or

(iv) taking such other reasonable action as is reasonably
requested by the Lessee from time to time.

provided, however, that to the extent the contest is carried on in the name of
the Lessee or an Affiliate, or is brought in the name of a Tax Indemnitee and
involves only Taxes for which the Lessee is or will be liable hereunder, such
contest shall be undertaken by the Lessee at the Lessee's expense (unless at
any time the Tax Indemnitee determines in its reasonable good faith judgment
that based upon the Lessee's conduct of such contest the Lessee's continued
control of such contest is reasonably likely to have a material adverse impact
on the Tax Indemnitee) and at no-after-tax cost to any Tax Indemnitee, but if
such contest would involve any other Taxes or any Taxes in the nature of a tax
on net income then such Tax Indemnitee may in its sole discretion control such
contest (including selecting the forum for such contest). In no event shall
any Tax Indemnitee be required or the Lessee be permitted to contest any Taxes
for which the Lessee is obligated to indemnify pursuant to this Section unless:
(i) such Lessee shall have acknowledged its liability to such Tax Indemnitee
for an indemnity payment pursuant to this Section as a result of such claim if
and to the extent such Indemnitee or the Lessee, as the case may be, shall not
prevail in the contest of such claim; (ii) such Tax Indemnitee shall have
received the opinion of tax counsel (which may, in the case of Taxes imposed by
a taxing authority located in the United States, include in-house counsel of
the Lessee) selected by the Lessee and satisfactory to the Tax Indemnitee
furnished at Lessee's sole expense, to the effect that a reasonable basis
consistent with ABA Opinion 85-352 exists for contesting such claim or, in the
event of an appeal, that it is more likely than not that an appellate court
will reverse or substantially modify the adverse determination (and provided
that no appeal shall be required to

- 43 -
<PAGE> 48

the United States Supreme Court); (iii) the Lessee shall have agreed to pay
such Tax Indemnitee on demand (and at no after-tax cost to any Tax Indemnitee)
all reasonable costs and expenses that such Tax Indemnitee actually incurs in
connection with contesting such claim (including, without limitation, all
costs, expenses, reasonable legal and accounting fees, disbursements,
penalties, interest and additions to the Taxes); (iv) no Lease Event of Default
shall have occurred and shall have been continuing; (v) such Tax Indemnitee
shall have determined that the action to be taken will not result in any risk
of imposition of criminal penalties or substantial danger of sale, forfeiture
or loss of, or the creation of any Lien (except if such Lessee shall have
adequately bonded such Lien or otherwise made provision to protect the
interests of such Tax Indemnitee in a manner reasonably satisfactory to such
Tax Indemnitee) on the Equipment or any portion thereof or any interest
therein; and (vi) if such contest shall be conducted in a manner requiring the
payment of the claim, the Lessee shall have paid the amount required (at no
after-tax cost to such Tax Indemnitee). The Lessee shall cooperate with the
Tax Indemnitee with respect to any contest controlled and conducted by the Tax
Indemnitee and the Tax Indemnitee shall consult with the Lessee regarding the
conduct of such contest. The Tax Indemnitee shall cooperate with the Lessee
with respect to any contest controlled and conducted by the Lessee and the
Lessee shall consult with the Tax Indemnitee regarding the conduct of such
contest.

In no event will a Tax Indemnitee be required to contest any Taxes if
such Tax Indemnitee shall waive its right to an indemnity under this Section
7.1. Unless a Tax Indemnitee obtains the consent of the Lessee, which consent
shall not be unreasonably withheld (provided, however, the Lessee shall not be
considered to have unreasonably withheld such consent because of (i) any
failure by the Lessee to consider any issue or dispute of the Tax Indemnitee
not directly related to the claim giving rise to the contest rights in issue or
(ii) the Lessee's consideration of the effects of such settlement on issues of
the Lessee which are not the subject of such claim), the settlement of any
contest required under Section 7.1 by a Tax Indemnitee shall constitute a
waiver by such Tax Indemnitee of its rights to indemnification hereunder as to
such contest and as to any future claims for which the Lessee's right to
contest shall have been precluded by such Tax Indemnitees' failure to contest.

(h) For purposes of this Section 7.1 and Section 7.2, in
determining the order in which any Tax Indemnitee utilizes withholding or other
foreign taxes as a credit against such Tax Indemnitee's United States income
taxes, such Tax Indemnitee shall be deemed to utilize (i) first, all foreign
taxes other than those described in clause (ii) below; provided, however, that
such other foreign taxes which are carried back to the taxable year for which a
determination is being made (other than any carrybacks which are known to be
available at the time such determination is made) pursuant to such clause (i)
shall be deemed utilized after the foreign taxes described in clause (ii)
below, and (ii) then, on a pro rata basis, all foreign taxes (including fees,
taxes and other charges hereunder) with respect to which such Tax Indemnitee is
entitled to obtain indemnification pursuant to an indemnification provision
contained in any lease, loan agreement, financing document or participation
agreement (including the Lease).

(i) In the event any reports with respect to Taxes are required to
be made, the Lessee will either prepare and file such reports (and in the case
of reports which are required to be filed on the basis of individual items of
Equipment, such reports shall be prepared and filed in such

- 44 -
<PAGE> 49

manner as to show as required the interests of each Tax Indemnitee in such item
of Equipment) or, if it shall not be permitted to file the same, it will notify
each Tax Indemnitee of such reporting requirements, prepare such reports in
such manner as shall be reasonably satisfactory to each Tax Indemnitee and
deliver the same to each Tax Indemnitee within a reasonable period prior to the
date the same is to be filed. The Lessee shall provide such information as the
Owner Participant or the Lessor may reasonably require from the Lessee to
enable the Owner Participant and the Lessor to fulfill their respective tax
filing, tax audit, and tax litigation obligations.

(j) The provisions of this Section 7.1 shall continue in full
force and effect, notwithstanding the expiration or termination of any
Operative Agreement, until all obligations hereunder have been met and all
liabilities hereunder paid in full.

(k) Any amount payable to the Lessee pursuant to the terms of this
Section 7.1 shall not be paid or retained by the Lessee if at the time of such
payment or retention a Lease Default relating to Sections 14(a), 14(b), 14(g)
or 14(h) or a Lease Event of Default shall have occurred and be continuing.
Such otherwise paid or retained amounts may be applied by the related Tax
Indemnitee to satisfy the obligations of the Lessee under the Operative
Agreements. At such time as there shall not be continuing any such Lease
Default or Lease Event of Default, such amount shall be paid to the Lessee
without interest to the extent not previously applied in accordance with the
preceding sentence.

(l) For purposes of this Section 7.1, the term "Income Tax" means
any Tax based on or measured by or with respect to gross, adjusted gross or net
income (including without limitation, capital gains taxes, minimum taxes and
tax preferences) or gross or net receipts and Taxes which are capital, net
worth, conduct of business, franchise or excess profits taxes and interest,
additions to tax, penalties, or other charges in respect thereof (provided,
however, that sales, use, rental, value-added (other than a value-added tax
which is a tax or is in the nature of a tax on net or adjusted gross income),
excise, or property taxes shall not constitute an Income Tax).

Section 7.2. General Indemnification and Waiver of Certain Claims.

(a) Claims Defined. For the purposes of this Section 7.2,
"Claims" shall mean any and all costs, expenses, liabilities, obligations,
losses, damages, penalties, actions or suits or claims of whatsoever kind or
nature (whether or not on the basis of negligence, strict or absolute liability
or liability in tort) which may be imposed on, incurred by, suffered by, or
asserted against an Indemnified Person, as defined herein, or any Unit and,
except as otherwise expressly provided in this Section 7.2, shall include, but
not be limited to, all reasonable out-of-pocket costs, disbursements and
expenses (including legal fees and expenses) paid or incurred by an Indemnified
Person in connection therewith or related thereto.

(b) Indemnified Person Defined. For the purposes of this Section
7.2, "Indemnified Person" means the Owner Participant, the Owner Trustee (both
in its individual capacity and as Owner Trustee), the Indenture Trustee and the
Pass Through Trustee, and each of their

- 45 -
<PAGE> 50

respective directors, officers, employees, successors and permitted assigns,
agents and servants, the Trust Estate and the Indenture Estate (the respective
directors, officers, employees, successors and permitted assigns, agents and
servants of the Owner Participant, the Owner Trustee, the Indenture Trustee and
the Pass Through Trustee, as applicable, together with the Owner Participant,
the Owner Trustee, the Indenture Trustee and the Pass Through Trustee, as the
case may be, being referred to herein collectively as the "Related Indemnitee
Group" of the Owner Participant, the Indenture Trustee, the Owner Trustee and
the Pass Through Trustee, respectively).

(c) Claims Indemnified. Whether or not any Unit is accepted under
the Lease, or a closing occurs with respect thereto, and subject to the
exclusions stated in subsection (d) below, Lessee agrees to indemnify, protect,
defend and hold harmless each Indemnified Person on an After-Tax Basis against
Claims directly or indirectly resulting from or arising out of or alleged to
result from or arise out of (whether or not such Indemnified Person shall be
indemnified as to such Claim by any other Person):

(i) this Agreement or any other Operative Agreement or
any of the transactions contemplated hereby and thereby or any Unit or
the ownership, lease, operation, possession, modification,
improvement, abandonment, use, non-use, maintenance, sublease,
substitution, control, repair, storage, alteration, transfer or other
application or disposition, return, overhaul, testing, servicing,
replacement or registration of any Unit (including, without
limitation, injury, death or property damage of passengers, shippers
or others, and environmental control, noise and pollution regulations,
or the discharge, spillage, release or escape of Hazardous Substances
or damage to the environment (including, without limitation, clean-up
costs, response costs, costs of corrective actions and natural
resource damages)) whether or not in compliance with the terms of the
Lease, or by any of the commodities, items or materials from time to
time contained in any Unit, whether or not in compliance with the
terms of the Lease, or by the inadequacy of any Unit or deficiency or
defect in any Unit or by any other circumstances in connection with
any Unit, or by the performance of any Unit or any risks relating
thereto, or by any interruption of service, loss of business or
anticipated profits or consequential damages;

(ii) the construction, manufacture, financing,
refinancing, design, purchase, acceptance, rejection, delivery,
non-delivery or condition of any Unit (including, without limitation,
latent and other defects, whether or not discoverable, and any claim
for patent, trademark or copyright infringement);

(iii) any act or omission (whether negligent or otherwise)
or any breach of or failure to perform or observe, or any other
non-compliance with, any covenant, condition or agreement to be
performed by, or other obligation of, Lessee under any of the
Operative Agreements, or the falsity of any representation or warranty
of the Lessee in any of the Operative Agreements or in any document or
certificate delivered in connection therewith other than
representations and warranties in the Tax Indemnity Agreement;

- 46 -
<PAGE> 51

(iv) the offer, sale or delivery of any Equipment Notes
or Pass Through Certificates or any interest in the Trust Estate;

(v) any violation of law, rule, regulation or order by
the Lessee or any sublessee or their respective directors, officers,
employees, agents or servants; and

(vi) any transfer of Equipment Notes or Pass Through
Certificates being deemed to result in a "prohibited transaction"
under ERISA or the Code.

(d) Lessee's Claims Excluded. The following are excluded from the
agreement to indemnify under this Section 7.2:

(i) Claims with respect to any Unit to the extent
attributable to acts or events occurring after (A) in the case of the
exercise by the Lessee of a purchase option with respect to such Unit
under Section 22.1 or 22.3 of the Lease, the exercise by the Lessee of
an early termination option with respect to such Unit under Section 10
of the Lease, the exercise by the Lessee of its right to purchase the
Equipment under Section 6.9 of this Agreement, the occurrence of an
Event of Loss with respect to such Unit under Section 11 of the Lease,
or the election to replace such Unit under Section 8.1(b), 8.3 or 9.1
of the Lease, the last to occur of (x) the payment of all amounts due
from the Lessee in connection with any such event, (y) the release of
the Lien of the Indenture on such Unit, and (z) legal transfer of
title to such Unit to any Person other than Lessor, except in the case
of a retention of any Unit by Lessor pursuant to the terms and
provisions of Section 10.3 of the Lease, and in the case of any such
retention, upon the effective date of the termination of the Lease
Term with respect to such Unit retained by Lessor pursuant to Section
10.3 or (B) in all other cases (except in any case where remedies are
being exercised under Section 15 of the Lease), the last to occur of
(x) with respect to such Unit, the earlier to occur of the termination
of the Lease or the expiration of the Lease Term, (y) with respect to
each Unit, the return of such Unit to the Lessor in accordance with
the terms of the Lease (it being understood that, so long as any Unit
is in storage as provided in Section 6.3(c) of the Lease, the date of
return thereof for the purpose of this clause (B) shall be the last
day of the Storage Period), and (z) the release of the Lien of the
Indenture on such Unit, except, in any instance referenced in the
foregoing subsection (i), to the extent such Claim is fairly
attributable to acts or events occurring prior to any such date or
occurrence;

(ii) Claims which are Taxes, whether or not the Lessee is
required to indemnify therefor under Section 7.1 hereof or the Tax
Indemnity Agreement;

(iii) with respect to any particular Indemnified Person,
Claims to the extent resulting from (x) the gross negligence or
willful misconduct of such Indemnified Person, or (y) any breach of
any covenant to be performed by such Indemnified Person under any of
the Operative Agreements, or the falsity of any representation or
warranty of such Indemnified Person in any of the Operative Agreements
or in a document or certificate delivered in connection therewith;

- 47 -
<PAGE> 52

(iv) any Claim to the extent attributable to any transfer
by the Lessor of the Equipment or any portion thereof or any transfer
by the Owner Participant of all or any portion of its interest in the
Trust Estate other than (A) any transfer after a Lease Default or
Lease Event of Default, (B) the transfer of the Equipment or any Owner
Participant's interest in the Equipment to the Lessee, (C) the
transfer of the Equipment to a third party pursuant to Lessee's
election to terminate the Lease or (D) any transfer of the Equipment
pursuant to Section 6.9;

(v) with respect to any particular Indemnified Person,
any Claim resulting from the imposition of any Lessor's Lien
attributable to such Indemnified Person; or

(vi) with respect to any particular Indemnified Person,
any Claim, to the extent the risk thereof has been assumed by such
Indemnified Person in connection with the exercise by such Indemnified
Person of the right of inspection granted under Section 6.2,
inspection or restenciling under Section 6.3 or inspection under
Section 13.2 of the Lease.

(e) Insured Claims. In the case of any Claim indemnified by the
Lessee hereunder which is covered by a policy of insurance maintained by the
Lessee pursuant to Section 12 of the Lease or otherwise, each Indemnified
Person agrees to provide reasonable cooperation to the insurers in the exercise
of their rights to investigate, defend or compromise such Claim as may be
required to retain the benefits of such insurance with respect to such Claim.

(f) Claims Procedure. An Indemnified Person shall, after
obtaining knowledge thereof, promptly notify the Lessee of any Claim as to
which indemnification is sought; provided, however, that the failure to give
such notice shall not release the Lessee from any of its obligations under this
Section 7.2, except to the extent that failure to give notice of any action,
suit or proceeding against such Indemnified Person shall have a material
adverse affect on Lessee's ability to defend such Claim or recover proceeds
under any insurance policies maintained by Lessee hereunder. The Lessee shall,
after obtaining knowledge thereof, promptly notify each Indemnified Person of
any indemnified Claim affecting such Person. Subject to the provisions of the
following paragraph, the Lessee shall at its sole cost and expense be entitled
to control, and shall assume full responsibility for, the defense of such claim
or liability; provided that the Lessee shall keep the Indemnified Person which
is the subject of such proceeding fully apprised of the status of such
proceeding and shall provide such Indemnified Person with all information with
respect to such proceeding as such Indemnified Person shall reasonably request.
Upon the request of the Lessee, the Indemnified Person which is the subject of
any Claim will cooperate in all reasonable respects, at the expense of the
Lessee, in the defense thereof.

Notwithstanding any of the foregoing to the contrary, the Lessee shall
not be entitled to control and assume responsibility for the defense of such
claim or liability if (1) a Lease Event of Default shall have occurred and be
continuing, (2) such proceeding will involve any material danger of the sale,
forfeiture or loss of, or the creation of any Lien (other than any Permitted
Lien or a Lien which is adequately bonded to the satisfaction of such
Indemnified Person) on, any Unit, (3) the amounts involved, in the good faith
opinion of such Indemnified Person, are

- 48 -
<PAGE> 53

likely to have a materially adverse effect on the business of such Indemnified
Person other than the ownership, leasing and financing of the Equipment, (4) in
the good faith opinion of such Indemnified Person, there exists an actual or
potential conflict of interest such that it is advisable for such Indemnified
Person to retain control of such proceeding or (5) such claim or liability
involves the possibility of criminal sanctions or liability to such Indemnified
Person. In the circumstances described in clauses (1) - (5), the Indemnified
Person shall be entitled to control and assume responsibility for the defense
of such claim or liability at the expense of the Lessee. In addition, any
Indemnified Person may participate in any proceeding controlled by the Lessee
pursuant to this Section 7.2, at its own expense, in respect of any such
proceeding as to which the Lessee shall have acknowledged in writing its
obligation to indemnify the Indemnified Person pursuant to this Section 7.2,
and at the expense of Lessee in respect of any such proceeding as to which the
Lessee shall not have so acknowledged its obligation to the Indemnified Person
pursuant to this Section 7.2. The Lessee may in any event participate in all
such proceedings at its own cost. Nothing contained in this Section 7.2(f)
shall be deemed to require an Indemnified Person to contest any Claim or to
assume responsibility for or control of any judicial proceeding with respect
thereto.

(g) Subrogation. If a Claim indemnified by the Lessee under this
Section 7.2 is paid in full by the Lessee and/or an insurer under a policy of
insurance maintained by the Lessee, the Lessee and/or such insurer, as the case
may be, shall be subrogated to the extent of such payment to the rights and
remedies of the Indemnified Person (other than under insurance policies
maintained by such Indemnified Person) on whose behalf such Claim was paid with
respect to the transaction or event giving rise to such Claim. So long as no
Lease Event of Default shall have occurred and be continuing, should an
Indemnified Person receive any refund, in whole or in part, with respect to any
Claim paid by the Lessee hereunder, it shall promptly pay over the amount
refunded (but not in excess of the amount the Lessee or any of its insurers has
paid) to the Lessee.

(h) Waiver of Certain Claims. The Lessee hereby waives and
releases any Claim now or hereafter existing against any Indemnified Person
arising out of death or personal injury to personnel of the Lessee, pollution
incidents, loss or damage to property of the Lessee, or the loss of profits or
use of any property of the Lessee, which may result from or arise out of the
condition, use or operation of the Equipment during the Lease Term, including,
without limitation, any latent or patent defect whether or not discoverable.

(i) No Guaranty. The general indemnification provisions of this
Section 7.2 do not constitute a guaranty by the Lessee that the principal of,
interest on or any amounts payable with respect to the Equipment Notes will be
paid.

SECTION 8. LESSEE'S RIGHT OF QUIET ENJOYMENT.

Each party to this Agreement acknowledges notice of, and consents in
all respects to, the terms of the Lease, and expressly, severally and as to its
own actions only, agrees that, so long as no Lease Event of Default has
occurred and is continuing, it shall not take or cause to be taken any action
contrary to the Lessee's rights under the Lease, including, without limitation,

- 49 -
<PAGE> 54

the right to possession, use and quiet enjoyment by the Lessee or any permitted
sublessee of the Equipment.

SECTION 9. SUCCESSOR INDENTURE TRUSTEE.

In the event that the Indenture Trustee gives notice of its
resignation pursuant to Section 8.02 of the Trust Indenture, the Owner Trustee
shall promptly appoint a successor Indenture Trustee reasonably acceptable to
the Lessee and the Pass Through Trustee.

SECTION 10. MISCELLANEOUS.

Section 10.1. Consents. Each Participant covenants and agrees
(subject, in the case of the Loan Participant, to all of the terms and
provisions of the Trust Indenture) that it shall not unreasonably withhold its
consent to any consent requested of the Owner Trustee or the Indenture Trustee,
as the case may be, under the terms of the Operative Agreements that by its
terms is not to be unreasonably withheld by the Owner Trustee or the Indenture
Trustee.

Section 10.2. Refinancing. So long as no Lease Default or Lease
Event of Default shall be in existence, the Lessee shall have the right not
more than twice during the Lease Term to request the Owner Participant and the
Owner Trustee to effect an optional prepayment of all, and not less than all,
of the Equipment Notes pursuant to Section 2.10(d) of the Indenture as part of
a refunding or refinancing. To the extent that an optional prepayment of all
of the Equipment Notes has not theretofore been effected, the Lessee shall
request the Owner Participant and the Owner Trustee to effect a prepayment of
all then outstanding Equipment Notes on the Mandatory Refinancing Date. The
Owner Participant agrees to cooperate in good faith with the Lessee in
effecting any such refunding or refinancing and, as soon as practicable after
receipt of such request, the Owner Participant and the Lessee will enter into
good faith negotiations in order to document the terms of such refunding or
refinancing as follows:

(a) the Lessee, the Owner Participant, the Indenture Trustee, the
Owner Trustee, and any other appropriate parties will enter into a financing or
loan agreement (which may involve an underwriting agreement in connection with
a public offering), in form and substance reasonably satisfactory to the
parties thereto, providing for (i) the issuance and sale by the Owner Trustee
or such other party as may be appropriate on the date specified in such
agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt
securities in an aggregate principal amount (in the lawful currency of the
United States) equal to the principal amount of the Equipment Notes outstanding
on the Refunding Date, having the same maturity date as said Equipment Notes
and having a weighted average life which is not less than or greater than the
Remaining Weighted Average Life of said Equipment Notes by more than three
months, (ii) the application of the proceeds of the sale of such debt
securities to the prepayment of all such Equipment Notes on the Refunding Date,
and (iii) payment by the Lessee to the Person or Persons entitled thereto of
all other amounts, in respect of accrued interest, any Make-Whole-Amount or
other premium, if any, payable on such Refunding Date;

(b) the Lessee and the Owner Trustee will amend the Lease in a
manner in form and substance reasonably satisfactory to the Owner Participant
such that (i) if the Refunding Date

- 50 -
<PAGE> 55

is not a Rent Payment Date and the accrued and unpaid interest on the Equipment
Notes is not otherwise paid pursuant to Section 10.2(a), the Lessee shall on
the Refunding Date prepay that portion of the next succeeding installment of
Basic Rent as shall equal the aggregate interest accrued on the Equipment Notes
outstanding to the Refunding Date, (ii) Basic Rent payable in respect of the
period from and after the Refunding Date shall be recalculated to preserve the
Net Economic Return which the Owner Participant would have realized had such
refunding not occurred, provided that the net present value of Basic Rent shall
be minimized to the extent consistent therewith, and (iii) amounts payable in
respect of Stipulated Loss Value, Early Purchase Price, Basic Term Purchase
Price and Termination Value from and after the Refunding Date shall be
appropriately recalculated to preserve the Net Economic Return which the Owner
Participant would have realized had such refunding not occurred (it being
agreed that any recalculations pursuant to subclauses (ii) and (iii) of this
clause (b) shall be performed in accordance with the requirements of Section
2.6 hereof);

(c) the Owner Trustee will enter into an agreement to provide for
the securing thereunder of the debt securities issued by the Owner Trustee
pursuant to clause (a) of this Section 10.2 in like manner as the Equipment
Notes and/or will enter into such amendments and supplements to the Indenture
as may be necessary to effect such refunding or refinancing, which agreements,
amendments and/or supplements shall be reasonably satisfactory in form and
substance to the Owner Participant; provided that, no such agreement or
amendment shall provide for any increase in the security for the new debt
securities; and provided further that, notwithstanding the foregoing (but
subject to the provisions of clause (a) above), the Lessee reserves the right
to set the economic terms and other terms not customarily negotiated between an
owner participant and a lender of the refunding or refinancing transaction to
be so offered to the extent that they are passed through to the Lessee in, or
define rights or obligations of the Lessee under, the Operative Agreements;
provided, further, that no such amendment or supplement will increase the
obligations or impair the rights of the Owner Participant under the Operative
Agreements without the consent of the Owner Participant;

(d) in the case of a refunding or refinancing involving a public
offering of debt securities, neither the Owner Trustee nor the Owner
Participant shall be an "issuer" for securities law purposes or an "obligor"
within the meaning of the Trust Indenture Act of 1939, as amended, the offering
materials (including any registration statement) for the refunding or
refinancing transaction shall be reasonably satisfactory to the Owner
Participant and the Lessee shall provide satisfactory indemnity to the Owner
Trustee and Owner Participant with respect thereto;

(e) unless otherwise agreed by the Owner Participant, the Lessee
shall pay to the Owner Trustee as Supplemental Rent an amount equal to the
Make-Whole Amount or other premium, if any, payable in respect of Equipment
Notes outstanding on the Refunding Date, and all reasonable fees, costs,
expenses of such refunding or refinancing;

(f) the Lessee shall give the Indenture Trustee and the Pass
Through Trustee not less than 25 days prior written notice of the Refunding
Date;

- 51 -
<PAGE> 56

(g) the Owner Participant, the Owner Trustee, the Indenture
Trustee and the Pass Through Trustee shall have received (i) such opinions of
counsel as they may reasonably request concerning compliance with the
Securities Act and any other applicable law relating to the sale of securities
and (ii) such other opinions of counsel and such certificates and other
documents, each in form and substance satisfactory to them, as they may
reasonably request in connection with compliance with the terms and conditions
of this Section 10.2; and

(h) all necessary authorizations, approvals and consents shall
have been obtained;

provided, however, that the Lessee will, to the extent then known, promptly
provide to the Owner Participant, the Owner Trustee, the Indenture Trustee and
the Pass Through Trustee substantially final terms and conditions of any such
refunding or refinancing within 20 days prior to the execution and delivery of
the documents contemplated hereunder in connection therewith; and provided,
further, that (v) no refunding or refinancing of the Equipment Notes will be
permitted unless within 20 days after receipt by the Owner Participant of a
request from the Lessee to effect a refunding or refinancing pursuant to this
Section 10.2 and of information regarding the terms of such refunding or
refinancing necessary to render the opinion referred to below, the Lessee has
provided the Owner Participant with (a) a tax opinion from Neal Gerber &
Eisenberg or other independent tax counsel reasonably acceptable to the Owner
Participant to the effect that the Owner Participant would have a reasonable
basis within the meaning of Section 6662(d)(2)(B)(ii) of the Code not to report
any adverse federal income tax consequences as a result of such refunding or
refinancing and (b) an agreement to indemnify the Owner Participant against any
adverse federal income tax consequence suffered as a result of such refinancing
or refunding; alternatively, in the event such reasonable basis tax opinion
cannot be provided and the Lessee wishes to effect such refunding or
refinancing, the Lessee will, at such time as the Lessee receives written
notice from the Owner Participant that the Owner Participant has filed any
income tax return wherein such adverse income tax consequences are recognized,
make an indemnity payment to the Owner Participant in the incremental amount of
such adverse tax consequence (on an After-Tax Basis) attributable to such
refunding or refinancing; (w) the Lessee shall pay to or reimburse the
Participants, the Owner Trustee and the Indenture Trustee for all costs and
expenses (including reasonable attorneys' and accountants' fees) paid or
incurred by them in connection with such refunding or refinancing; (x) no
refunding or refinancing of the Equipment Notes will be permitted if it shall
cause the Owner Participant to account for the transaction contemplated hereby
as other than a "leveraged lease" under the Financial Accounting Standards
Board ("FASB") Statement No. 13, as amended (including any amendment effected
by means of the adoption by FASB of a new statement in lieu of FASB Statement
No. 13); (y) no refunding or refinancing of the Equipment Notes may, without
the consent of the Owner Participant, constitute assets of any "employee
benefit plan" (as defined in Section 3(3) of ERISA) or any other entity subject
to Section 4975 of the Code other than a "governmental plan" or "church plan"
(as defined in Section 3(32) of ERISA) organized in a jurisdiction not having
prohibitions on transactions with such governmental plan or church plan
substantially similar to those contained in Section 406 of ERISA or Section
4975 of the Code, unless such refunding or refinancing is effected in
connection with a public offering in reliance on the underwriter's exemption;
and (z) in no event, in connection with or after giving effect to such
refunding or refinancing shall the Owner Participant be exposed to any

- 52 -
<PAGE> 57

unindemnified non-de minimis risk (including tax risk) to which it is not
exposed prior to such refunding or refinancing.

Section 10.3. Amendments and Waivers. Except as otherwise
provided in the Indenture, no term, covenant, agreement or condition of this
Agreement may be terminated, amended or compliance therewith waived (either
generally or in a particular instance, retroactively or prospectively) except
by an instrument or instruments in writing executed by each party against which
enforcement of the termination, amendment or waiver is sought.

Section 10.4. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all communications and notices provided for
herein shall be in writing or by facsimile, and any such notice shall become
effective (i) upon personal delivery thereof, including, without limitation, by
overnight mail or courier service, (ii) in the case of notice by United States
mail, certified or registered, postage prepaid, return receipt requested, upon
receipt thereof, or (iii) in the case of notice by facsimile, upon confirmation
of receipt thereof, provided such transmission is promptly further confirmed by
any of the methods set forth in clauses (i) or (ii) above, in each case
addressed to each party hereto at its address set forth below or, in the case
of any such party hereto, at such other address as such party may from time to
time designate by written notice to the other parties hereto:

If to the Lessee:

Union Tank Car Company
225 West Washington Street, 19th Floor
Chicago, Illinois 60606
Attention: Treasurer
(UTC Trust No. 1995-A)
Facsimile: (312) 845-5305
Confirmation No.: (312) 372-9500

If to the Owner Trustee:

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

-----------------------------------
Attention:
-----------------------
Facsimile: ( )
--- -----------------
Confirmation No.: ( )
--- -----------
with a copy to:

the Owner Participant at the
address set forth below

If to the Owner Participant:

- 53 -
<PAGE> 58

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

-----------------------------------
Attention:
-----------------------
Facsimile: ( )
--- ----------------
Confirmation No.: ( )
--- ----------

If to the Indenture Trustee or the Pass Through Trustee:

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

Attention:
-----------------------
Facsimile: ( )
--- -----------------
Confirmation No.: ( )
--- -----------

Section 10.5. Survival. All warranties, representations,
indemnities and covenants made by any party hereto, herein or in any
certificate or other instrument delivered by any such party or on the behalf of
any such party under this Agreement, shall be considered to have been relied
upon by each other party hereto and shall survive the consummation of the
transactions contemplated hereby on the Closing Date regardless of any
investigation made by any such party or on behalf of any such party.

Section 10.6. No Guarantee of Debt. Nothing contained herein or
in the Lease, the Trust Indenture, the Trust Agreement, the Pass Through Trust
Agreement or the Tax Indemnity Agreement or in any certificate or other
statement delivered by the Lessee in connection with the transactions
contemplated hereby shall be deemed to be (i) a guarantee by the Lessee to the
Owner Trustee, the Owner Participant, the Indenture Trustee or the Loan
Participant that the Equipment will have any residual value or useful life, or
(ii) a guarantee by the Indenture Trustee or the Lessee of payment of the
principal of, Make-Whole Amount, if any, or interest on the Equipment Notes.

Section 10.7. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of, and shall be enforceable by,
the parties hereto and their respective successors and assigns as permitted by
and in accordance with the terms hereof, including each successive holder of
the Beneficial Interest permitted under Section 6.1 hereof and each successive
holder of any Equipment Note issued and delivered pursuant to this Agreement or
the Indenture. Except as expressly provided herein or in the other Operative
Agreements, no party hereto may assign their interests herein without the
consent of the parties hereto.

Section 10.8. Business Day. Notwithstanding anything herein or in
any other Operative Agreement to the contrary, if the date on which any payment
is to be made pursuant to this Agreement or any other Operative Agreement is
not a Business Day, the payment otherwise

- 54 -
<PAGE> 59

payable on such date shall be payable on the next succeeding Business Day with
the same force and effect as if made on such succeeding Business Day and
(provided such payment is made on such succeeding Business Day) no interest
shall accrue on the amount of such payment from and after such scheduled date
to the time of such payment on such next succeeding Business Day.

Section 10.9. Governing Law. This agreement shall be in all
respects governed by and construed in accordance with the laws of the State of
____________ including all matters of construction, validity and performance;
provided, however, that the parties hereto shall be entitled to all rights
conferred by any applicable federal statute, rule or regulation.

Section 10.10. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

Section 10.11. Counterparts. This Agreement may be executed in any
number of counterparts, each executed counterpart constituting an original but
all together only one Agreement.

Section 10.12. Headings and Table of Contents. The headings of the
Sections of this Agreement and the Table of Contents are inserted for purposes
of convenience only and shall not be construed to affect the meaning or
construction of any of the provisions hereof.

Section 10.13. Limitations of Liability.

(a) Liabilities of Participants. Neither the Indenture Trustee,
the Owner Trustee nor any Participant shall have any obligation or duty to the
Lessee, to any other Participant or to others with respect to the transactions
contemplated hereby, except those obligations or duties of such Participant
expressly set forth in this Agreement and the other Operative Agreements, and
neither the Indenture Trustee nor any Participant shall be liable for
performance by any other party hereto of such other party, obligations or
duties hereunder. Without limitation of the generality of the foregoing, under
no circumstances whatsoever shall the Indenture Trustee or any Participant be
liable to the Lessee for any action or inaction on the part of the Owner
Trustee in connection with the transactions contemplated herein, whether or not
such action or inaction is caused by willful misconduct or gross negligence of
the Owner Trustee unless such action or inaction is at the direction of the
Indenture Trustee or any Participant, as the case may be, and such direction is
expressly permitted hereby.

(b) No Recourse to the Owner Trustee. It is expressly understood
and agreed by and between the Owner Trustee, the Lessee, the Owner Participant,
the Indenture Trustee, and the Loan Participant, and their respective
successors and permitted assigns that, subject to the proviso contained in this
Section 10.13(b), all representations, warranties and undertakings of the Owner
Trustee hereunder shall be binding upon the Owner Trustee, only in its capacity
as Owner Trustee under the Trust Agreement, and (except as expressly provided
herein) the Owner Trustee shall not be liable in its individual capacity for
any breach thereof, except for its gross negligence or willful misconduct, or
for breach of its covenants, representations and warranties

- 55 -
<PAGE> 60

contained herein, except to the extent covenanted or made in its individual
capacity; provided, however, that nothing in this Section 10.13(b) shall be
construed to limit in scope or substance those representations and warranties
of the Owner Trustee made expressly in its individual capacity set forth
herein. The term "Owner Trustee" as used in this Agreement shall include any
successor trustee under the Trust Agreement, or the Owner Participant if the
trust created thereby is revoked.

Section 10.14. Maintenance of Non-Recourse Debt. The parties hereto
agree that if the Owner Trustee becomes a debtor subject to the reorganization
provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq. (the
"Bankruptcy Code") or any successor provision, the parties hereto will make an
election under 1111(b)(1)(A)(i) of the Bankruptcy Code. If (a) the Owner
Trustee becomes a debtor subject to the reorganization provisions of the
Bankruptcy Code or any successor provision, (b) pursuant to such reorganization
provisions the Owner Trustee is required, by reason of the Owner Trustee being
held to have recourse liability to the Pass Through Trustee or the Indenture
Trustee, directly or indirectly, to make payment on account of any amount
payable under the Equipment Notes or any of the other Operative Agreements and
(c) the Pass Through Trustee and/or the Indenture Trustee actually receives any
Excess Amount (as hereinafter defined) which reflects any payment by the Owner
Trustee on account of (b) above, then the Pass Through Trustee and/or the
Indenture Trustee, as the case may be, shall promptly refund to the Owner
Trustee such Excess Amount. For purposes of this Section 10.14 "Excess Amount"
means the amount by which such payment exceeds the amount which would have been
received by the Pass Through Trustee or the Indenture Trustee if the Owner
Trustee had not become subject to the recourse liability referred to in (b)
above.

Section 10.15. Ownership of and Rights in Units. The sale of the
Units contemplated hereby is intended for all purposes to be a true sale of all
of the Lessee's right, title and interest in and to the Units to the Owner
Trustee, which shall be the legal owner thereof. Upon consummation of the sale
and leaseback transactions contemplated hereby, the Lessee's interest in the
Units is intended to be that of a lessee only. It is intended that for federal
and state income tax purposes the Owner Participant will be the owner of the
Units. The rights of the Indenture Trustee in and to the Units pursuant to the
Indenture is intended to be that of a secured party holding a security
interest, subject to the Lease and the rights of the Lessee thereunder. No
holder of an Equipment Note is intended to have any right, title or interest in
or to the Units except as a beneficiary of the security interest granted by the
Owner Trustee to the Indenture Trustee pursuant to the Indenture in trust for
the equal and ratable benefit of the holders from time to time of the Equipment
Notes.

* * * * *

- 56 -
<PAGE> 61

In Witness Whereof, the parties hereto have caused this Participation
Agreement to be executed and delivered, all as of the date first above
written.;

Lessee:

UNION TANK CAR COMPANY

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

Owner Trustee:

-----------------------------------,
not in its individual capacity except
as expressly provided herein but
solely as Owner Trustee

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

Owner Participant:

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

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

- 57 -
<PAGE> 62

Indenture Trustee:

,
----------------------------------
not in its individual capacity
except as expressly provided herein
but solely as Indenture Trustee

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

Pass Through Trustee:

,
----------------------------------
not in its individual capacity
except as expressly provided herein
but solely as Pass Through Trustee

By:
Name:
Title:

- 58 -

<PAGE> 1

Exhibit 4(b)(2)

EQUIPMENT LEASE AGREEMENT
(UTC TRUST NO. 1995-A)
(L-13_)

Dated September __, 1995

Between

________________________________,
not in its individual capacity except
as expressly provided herein but
solely as Owner Trustee,
Lessor
And

UNION TANK CAR COMPANY,
Lessee

COVERED HOPPERS AND TANK CARS

CERTAIN OF THE RIGHT, TITLE AND INTEREST OF LESSOR IN AND TO
THIS LEASE, THE EQUIPMENT COVERED HEREBY AND THE RENT DUE AND TO BECOME DUE
HEREUNDER HAVE BEEN ASSIGNED AS COLLATERAL SECURITY TO, AND ARE SUBJECT TO A
SECURITY INTEREST IN FAVOR OF,
___________________________________________________, NOT IN ITS INDIVIDUAL
CAPACITY BUT SOLELY AS INDENTURE TRUSTEE UNDER A TRUST INDENTURE AND SECURITY
AGREEMENT (UTC TRUST NO. 1995-A) , DATED SEPTEMBER __, 1995 BETWEEN
SAID INDENTURE TRUSTEE, AS SECURED PARTY, AND LESSOR, AS DEBTOR. INFORMATION
CONCERNING SUCH SECURITY INTEREST MAY BE OBTAINED FROM THE INDENTURE TRUSTEE AT
ITS ADDRESS SET FORTH IN SECTION 20 OF THIS LEASE. SEE SECTION 25.2 FOR
INFORMATION CONCERNING THE RIGHTS OF THE ORIGINAL HOLDER AND HOLDERS OF THE
VARIOUS COUNTERPARTS HEREOF.
<PAGE> 2

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2. ACCEPTANCE AND LEASING OF EQUIPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 3. TERM AND RENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3.1 Lease Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3.2 Basic Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 3.3 Supplemental Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 3.4 Adjustment of Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.5 Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 3.6 Manner of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

SECTION 4. OWNERSHIP AND MARKING OF EQUIPMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.1 Retention of Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.2 Duty to Number and Mark Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 4.3 Prohibition Against Certain Designations . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SECTION 5. DISCLAIMER OF WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SECTION 6. RETURN OF EQUIPMENT; STORAGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 6.1 Return; Holdover Rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 6.2 Condition of Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 7. LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 8. MAINTENANCE; POSSESSION; COMPLIANCE WITH LAWS . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 8.1 Maintenance and Operation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 8.2 Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 8.3 Sublease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

SECTION 9. MODIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 9.1 Required Modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 9.2 Optional Modifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 9.3 Removal of Property; Replacements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 10. VOLUNTARY TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 10.1 Right of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 10.2 Sale of Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 10.3 Retention of Equipment by Lessor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 10.4 Termination of Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

i
<PAGE> 3

TABLE OF CONTENTS (cont'd)

<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 11. LOSS, DESTRUCTION OR REQUISITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 11.1 Event of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 11.2 Replacement or Payment upon Event of Loss . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 11.3 Rent Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 11.4 Disposition of Equipment; Replacement of Unit . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 11.5 Eminent Domain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

SECTION 12. INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 12.1 Physical Damage and Public Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 12.2 Physical Damage Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 12.3 Public Liability Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 12.4 Certificate of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 12.5 Additional Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 12.6 Pollution Coverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

SECTION 13. REPORTS; INSPECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 13.1 Duty of Lessee to Furnish . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 13.2 Lessor's Inspection Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 14. LEASE EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 15. REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 15.1 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 15.2 Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 15.3 No Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 15.4 Notice of Lease Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 15.5 Lessee's Duty to Furnish Information with Respect to Subleases . . . . . . . . . . . . . . . . 32
Section 15.6 Lessee's Duty to Return Equipment Upon Default . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 15.7 Specific Performance; Lessor Appointed Lessee's Agent . . . . . . . . . . . . . . . . . . . . 33

SECTION 16. FILINGS; FURTHER ASSURANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 16.1 Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 16.2 Further Assurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 16.3 Other Filings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 16.4 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 17. LESSOR'S RIGHT TO PERFORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 18. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 18.1 Assignment by Lessor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
</TABLE>

ii
<PAGE> 4

TABLE OF CONTENTS (cont'd)

<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 18.2 Assignment by Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 18.3 Sublessee's Performance and Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

SECTION 19. NET LEASE, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SECTION 20. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 21. CONCERNING THE INDENTURE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 21.1 Limitation of the Indenture Trustee's Liabilities . . . . . . . . . . . . . . . . . . . . . . 39
Section 21.2 Right, Title and Interest of the Indenture Trustee Under Lease . . . . . . . . . . . . . . . 39

SECTION 22. PURCHASE OPTIONS; RENEWAL OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 22.1 Early Purchase Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 22.2 Election to Retain or Return Equipment at End of Basic or Renewal Term . . . . . . . . . . . 41
Section 22.3 Purchase Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 22.4 Renewal Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 22.5 Appraisal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 22.6 Stipulated Loss Value and Termination Value During Renewal Term . . . . . . . . . . . . . . . 43

SECTION 23. LIMITATION OF LESSOR'S LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 24. INVESTMENT OF SECURITY FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 25. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 25.1 Governing Law; Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 25.2 Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 25.3 Headings and Table of Contents; Section References . . . . . . . . . . . . . . . . . . . . . 44
Section 25.4 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 25.5 True Lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 25.6 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 25.7 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 25.8 Business Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 25.9 Directly or Indirectly . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 25.10 Incorporation by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 25.11 Lessee's Right of Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 25.12 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
</TABLE>

iii
<PAGE> 5

TABLE OF CONTENTS (cont'd)

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Attachments to Equipment Lease Agreement:

Exhibit A -- Form of Lease Supplement A-1
Appendix A -- Definitions
</TABLE>

iv
<PAGE> 6

EQUIPMENT LEASE AGREEMENT
(UTC TRUST NO. 1995-A)
(L-13__)

THIS EQUIPMENT LEASE AGREEMENT (UTC Trust No. 1995-A)
(L-13__), dated September __, 1995 (the "Lease"), between____________________,
a _______________________________________, not in its individual capacity
except as expressly provided herein, but solely as Owner Trustee under the
Trust Agreement ("Lessor"), and UNION TANK CAR COMPANY, a Delaware corporation
("Lessee").

W I T N E S S E T H:

SECTION 1. DEFINITIONS.

Unless the context otherwise requires, all capitalized terms
used herein without definition shall have the respective meanings set forth in
Appendix A hereto for all purposes of this Lease.

SECTION 2. ACCEPTANCE AND LEASING OF EQUIPMENT.

Lessor hereby agrees (subject to satisfaction or waiver of the
conditions set forth in Sections 4.1 and 4.3 of the Participation Agreement) to
accept delivery of each Unit from Lessee and to lease such Unit to Lessee
hereunder, and Lessee hereby agrees (subject to satisfaction or waiver of the
conditions set forth in Section 4.4 of the Participation Agreement),
immediately following such acceptance by Lessor, to lease from Lessor hereunder
such Unit. Such acceptance by Lessor and lease by Lessee is to be evidenced by
the execution and delivery by Lessee and Lessor of a Lease Supplement covering
such Unit, all in accordance with Section 2.3(b) of the Participation
Agreement. Lessee hereby agrees that its execution and delivery of a Lease
Supplement covering any Unit shall, without further act, irrevocably constitute
acceptance by Lessee of such Unit for all purposes of this Lease.

SECTION 3. TERM AND RENT.

Section 3.1 Lease Term. The interim term of this Lease for
each Unit covered by a Lease Supplement executed and delivered on the Initial
Closing Date shall commence on the Initial Closing Date and shall terminate on
the day before the Basic Term Commencement Date. The interim term of this
Lease for each Unit covered by a Lease Supplement executed and delivered on the
Subsequent Closing Date shall commence on the Subsequent Closing Date and
terminate on the day before the Basic Term Commencement Date. The basic term
of this

<PAGE> 7

Lease (the "Basic Term") shall commence on the Basic Term Commencement Date
and, subject to earlier termination pursuant to Sections 10, 11, 15 and 22
shall expire at 11:59 P.M. (Chicago time) on the Basic Term Expiration Date.
Subject and pursuant to Section 22.4, Lessee may elect one or more Renewal
Terms.

Section 3.2 Basic Rent. Lessee hereby agrees to pay Lessor
as Basic Rent for each Unit throughout the Basic Term applicable thereto Basic
Rent in consecutive semi-annual installments payable on each Rent Payment Date.
Each such semi-annual payment of Basic Rent shall be in an amount equal to the
product of the Equipment Cost for such Unit multiplied by the Basic Rent
percentage for such Unit set forth opposite such Rent Payment Date on Schedules
3A and 3B, as applicable, to the Participation Agreement (as such Schedules 3A
and 3B shall be adjusted pursuant to Section 2.6 of the Participation
Agreement). Basic Rent shall be payable in advance on certain Rent Payment
Dates and in arrears on certain Rent Payment Dates, as specified in Schedules
3A and 3B to the Participation Agreement, as so adjusted, such Schedules 3A and
3B as so adjusted from time to time being incorporated herein by reference.

Anything contained herein or in the Participation Agreement to
the contrary notwithstanding, except for the installment of Basic Rent due on
the Mandatory Refinancing Date, each installment of Basic Rent (both before and
after any adjustment pursuant to Section 2.6 of the Participation Agreement)
shall be, under any circumstances and in any event, in an amount at least
sufficient for Lessor to pay in full as of the due date of such installment,
any payment of principal of and interest on the Equipment Notes required to be
paid by Lessor pursuant to the Indenture on such due date.

Section 3.3 Supplemental Rent. Lessee also agrees to pay to
Lessor, or to whomsoever shall be entitled thereto, any and all Supplemental
Rent, promptly as the same shall become due and owing, or where no due date is
specified, promptly after demand by the Person entitled thereto, and in the
event of any failure on the part of Lessee to pay any Supplemental Rent, Lessor
shall have all rights, powers and remedies provided for herein or by law or
equity or otherwise as in the case of nonpayment of Basic Rent. Lessee will
also pay, as Supplemental Rent, (a) on demand, to the extent permitted by
applicable law, an amount equal to interest at the Late Rate on any part of any
installment of Basic Rent not paid when due for any period for which the same
shall be overdue and on any payment of Supplemental Rent not paid when due or
demanded, as the case may be, for the period from such due date or demand until
the same shall be paid, (b) in the case of the termination of this Lease with
respect to any Unit pursuant to Section 10, on the applicable Termination Date,
an amount equal to the Make-Whole Amount, if any, with respect to the principal
amount of each Equipment Note to be prepaid as a result of such termination,
(c) in the case of the purchase of any Unit pursuant to Section 22.1 or Section
6.9 of the Participation Agreement, on such date of purchase, an amount equal
to the Make-Whole Amount, if any, with respect to the principal amount of each
Equipment Note to be prepaid as a result of such purchase, (d) an amount equal
to any other amount payable by Lessor on the Equipment Notes in excess of the
principal and interest payments due thereunder,

2
<PAGE> 8

as and when such amount shall be due and payable, in accordance with the terms
of the Equipment Notes and the Indenture, and (e) in the case of any
refinancing of the Equipment Notes pursuant to Section 10.2 of the
Participation Agreement, on the Refunding Date, an amount equal to the
Make-Whole Amount, if any, with respect to the aggregate principal amount of
the Equipment Notes being prepaid. All Supplemental Rent to be paid pursuant
to this Section 3.3 shall be payable in the type of funds and in the manner set
forth in Section 3.6.

Section 3.4 Adjustment of Rent. Lessee and Lessor agree that
the Basic Rent, Stipulated Loss Value and Termination Value percentages and the
Early Purchase Price and Basic Term Purchase Price shall be adjusted to the
extent provided in Section 2.6 of the Participation Agreement, subject in all
cases to the limitation set forth in the second paragraph of Section 3.2.

Section 3.5 Advances. Lessor agrees to give notice to Lessee
and the Indenture Trustee at least five Business Days prior to the Basic Term
Commencement Date if the funds for the payment of interest on the Equipment
Notes contemplated to be made by Owner Trustee pursuant to Section 2.2(c) of
the Participation Agreement will not be paid by Owner Trustee to the Indenture
Trustee in an amount equal to the amount contemplated to be paid pursuant to
Section 2.2(c) of the Participation Agreement. If and to the extent that the
Indenture Trustee on the Basic Term Commencement Date shall not have received
funds from Owner Trustee sufficient for the payment in full of the interest
then due and owing on the Equipment Notes, Lessee shall pay as Supplemental
Rent, in one installment due on the Basic Term Commencement Date, an amount, if
any, equal to such deficiency (such payment being referred to herein as an
"Advance"). In the event Lessee makes any Advance pursuant to this Section 3.5
and is not promptly reimbursed therefor by Owner Participant after demand for
such reimbursement in the manner set forth in Section 20 and provided no Lease
Default shall have occurred and be continuing, Lessee shall be entitled to
offset and deduct (without duplication) against that portion of each succeeding
payment of Basic Rent, Stipulated Loss Value or Termination Value which becomes
payable to or to the order of Owner Trustee under the Indenture and
distributable to Owner Participant under the Trust Agreement, an amount equal
to such Advance plus interest on such amount at the Late Rate until Lessee has
been fully reimbursed for such Advance plus such interest and in each such
case, such offset shall be deemed to constitute a reduction in the amount of
such Advance so payable. No such offset or aggregate combined effect of
separate offsets shall reduce the amount of any indemnity or other claim
payable by Lessee to any holder of an Equipment Note, the Indenture Trustee or
Owner Trustee in its individual capacity, nor reduce any installment of Basic
Rent, or any payment of Stipulated Loss Value or Termination Value, to an
amount that is insufficient to pay in full the payments then required to be
made on account of the principal and interest on the Equipment Notes then
outstanding.

Section 3.6 Manner of Payments. All Rent (other than
Supplemental Rent payable to Persons other than Lessor, which shall be payable
to such other Persons in

3
<PAGE> 9

accordance with written instructions furnished to Lessee by such Persons, as
otherwise provided in any of the Operative Agreements or as required by law)
shall be paid by Lessee to Lessor at its office at
_________________________________________________________ Attention:
__________________________. All Rent shall be paid by Lessee in funds
consisting of lawful currency of the United States of America, which shall be
immediately available to the recipient not later than 12:00 noon (New York City
time) on the date of such payment, provided, that so long as the Indenture
shall not have been discharged pursuant to the terms thereof, Lessor hereby
directs, and Lessee agrees, that all Rent (excluding Excepted Property) payable
to Lessor shall be paid directly to the Indenture Trustee at the times and in
funds of the type specified in this Section 3.6 at the office of the Indenture
Trustee at _________________________________________________
_______________________________________________________________, ABA No.
______________________, Corporate Trust Clearing Account No.
__________________, For credit to trust number _________________, Attention:
_________________ - UTC Trust No. 1995-A (L-13__), or at such other location in
the United States of America as the Indenture Trustee may otherwise direct.

SECTION 4. OWNERSHIP AND MARKING OF EQUIPMENT.

Section 4.1 Retention of Title. Lessor shall and hereby does
retain full legal title to and beneficial ownership of the Equipment
notwithstanding the delivery to and possession and use of the Equipment by
Lessee hereunder or any sublessee under any sublease permitted hereby.

Section 4.2 Duty to Number [and Mark Equipment]. With
respect to the Units to be delivered on the Closing Date, Lessee has caused,
and as soon as practicable after the date on which a Lease Supplement is
executed and delivered in respect of a Replacement Unit pursuant to Section
11.2, Lessee will cause, each Unit to be numbered with its reporting mark shown
on the Lease Supplement dated the date on which such Unit was delivered and
covering such Unit[, and will from and after such date keep and maintain,
plainly, distinctly, permanently and conspicuously marked by a plate or stencil
printed in contrasting colors upon each side of each Unit, in letters not less
than one inch in height, a legend substantially as follows:

"OWNERSHIP SUBJECT TO A SECURITY AGREEMENT FILED WITH THE
INTERSTATE COMMERCE COMMISSION"

with appropriate changes thereof and additions thereto as from time to time may
be required by law in order to protect Lessor's right, title and interest in
and to such Unit, its rights under this Lease and the rights of the Indenture
Trustee. Except as provided hereinabove, Lessee will not place any such Units
in operation or exercise any control or dominion over the same until the
required legend shall have been so marked on both sides thereof, and will
replace promptly any such word or words in such legend which may be removed,
defaced, obliterated or destroyed.] Lessee will not change the reporting mark
of any Unit except in accordance with a statement of

4
<PAGE> 10

new reporting marks to be substituted therefor, which statement shall be
delivered by Lessee to Lessor and, so long as the Indenture shall not have been
discharged pursuant to its terms, to the Indenture Trustee prior to or
contemporaneously with such change. A supplement to this Lease and, if not so
discharged, the Indenture, with respect to such new reporting marks, shall,
prior to or contemporaneously with the substitution of such reporting marks, be
filed or recorded in all public offices where this Lease and the Indenture
shall have been filed or recorded and in such other places, if any, where
Lessor and, so long as the Indenture shall not have been discharged pursuant to
its terms, the Indenture Trustee may reasonably request in order to protect,
preserve and maintain its right, title and interest in the Units. The costs
and expenses of all such supplements, filings and recordings shall be borne by
Lessee.

Section 4.3 Prohibition Against Certain Designations. Except
as above provided, Lessee will not allow the name of any Person to be placed on
any Unit as a designation that might reasonably be interpreted as a claim of
ownership; provided, however, that subject to the delivery of the new reporting
marks statement specified in the third sentence of Section 4.2, Lessee may
cause the Equipment to be lettered with the names or initials or other insignia
customarily used by Lessee or any permitted sublessees or any of their
respective Affiliates on railroad equipment used by it of the same or a similar
type for convenience of identification of the right of Lessee to use the
Equipment hereunder or any permitted sublessee to use the Equipment pursuant to
a sublease permitted hereby.

SECTION 5. DISCLAIMER OF WARRANTIES.

Without waiving any claim Lessee may have against any seller,
supplier or manufacturer, LESSEE ACKNOWLEDGES AND AGREES THAT, (i) EACH UNIT IS
OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE SELECTED BY AND ACCEPTABLE TO
LESSEE, (ii) LESSEE IS SATISFIED THAT EACH UNIT IS SUITABLE FOR ITS PURPOSES
AND LESSEE HAS ACCEPTED EACH UNIT, (iii) NEITHER LESSOR NOR OWNER PARTICIPANT
IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND OR HAS INSPECTED THE
UNITS PRIOR TO DELIVERY TO AND ACCEPTANCE BY LESSEE, (iv) EACH UNIT IS LEASED
HEREUNDER SUBJECT TO ALL APPLICABLE LAWS AND GOVERNMENTAL REGULATIONS NOW IN
EFFECT OR HEREAFTER ADOPTED, AND (v) LESSOR LEASES AND LESSEE TAKES EACH UNIT
"AS-IS", "WHERE-IS" AND "WITH ALL FAULTS", IN WHATEVER CONDITION IT MAY BE, AND
LESSEE ACKNOWLEDGES THAT NEITHER LESSOR, AS LESSOR OR IN ITS INDIVIDUAL
CAPACITY, NOR OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND
EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR
REPRESENTATIONS EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, FITNESS
FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION, MERCHANTABILITY THEREOF OR AS TO
THE TITLE, OF THE EQUIPMENT, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF
OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM

5
<PAGE> 11

PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER
DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS
BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED
REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO AND EACH OF LESSOR
AND OWNER PARTICIPANT EXPRESSLY DISCLAIMS SELECTION OF THE UNITS, except that
Lessor, in its individual capacity, represents and warrants that on the Closing
Date, Lessor shall have received whatever title to the Equipment as was
conveyed to Lessor by Lessee and each Unit will be free of Lessor's Liens
attributable to Lessor and provided that the foregoing disclaimer in clause (v)
shall not extend to Owner Participant's representation and warranty contained
in Section 3.6(e) of the Participation Agreement. Lessor hereby appoints and
constitutes Lessee its agent and attorney-in-fact during the Lease Term to
assert and enforce, from time to time, in the name and for the account of
Lessor and Lessee, as their interests may appear, but in all cases at the sole
cost and expense of Lessee, whatever claims and rights Lessor may have as owner
of the Equipment against the manufacturers or any prior owner thereof;
provided, however, that if at any time a Lease Event of Default shall have
occurred and be continuing, at Lessor's option, such power of attorney shall
terminate, and Lessor may assert and enforce, at Lessee's sole cost and
expense, such claims and rights. Lessor shall have no responsibility or
liability to Lessee or any other Person with respect to any of the following:
(i) any liability, loss or damage caused or alleged to be caused directly or
indirectly by any Unit, or by any of the commodities, items or materials from
time to time contained therein, whether or not permitted by the terms hereof,
or by any inadequacy thereof or deficiency or defect therein or by any other
circumstances in connection therewith; (ii) the use, operation or performance
of any Unit or any risks relating thereto; (iii) any interruption of service,
loss of business or anticipated profits or consequential damages; or (iv) the
delivery, operation, servicing, maintenance, repair, improvement or replacement
of any Unit. Lessee's delivery of a Lease Supplement shall be conclusive
evidence as between Lessee and Lessor that all Units described therein are in
all the foregoing respects satisfactory to Lessee, and Lessee will not assert
any claim of any nature whatsoever against Lessor based on any of the foregoing
matters.

SECTION 6. RETURN OF EQUIPMENT; STORAGE.

Section 6.1 Return; Holdover Rent.

(a) Not less than 120 days prior to the end of the Basic
Term, the end of any Fixed Rate Renewal Term, or the end of any Fair Market
Renewal Term, in each case with respect to any Units which Lessee has elected
to return under Section 22.2, Lessee will provide Lessor with 21 storage
locations used for the storage of rolling stock within the continental United
States (excluding Alaska), which locations, to the extent practicable, shall be
geographically diverse. Not less than 90 days prior to the end of the Lease
Term with respect to any Unit which has not been purchased by Lessee, Lessor
will give Lessee irrevocable notice of its decision either to take possession
of or store such Unit. If Lessor shall have decided to

6
<PAGE> 12

take possession of such Unit, the terms of Section 6.1(b) will apply. If
Lessor shall have decided to store such Unit, the terms of Section 6.1(c)
hereof will apply. Not less than 10 days prior to the date on which any Unit
is to be returned to the location specified pursuant to Section 6.1(b) or
delivered and stored for Lessor pursuant to Section 6.1(c), Lessee shall give
Lessor irrevocable written notice specifying the number and type of Units which
are to be returned or delivered and stored, the location of such return or
delivery and storage and the date on which the Inspection Period is scheduled
to commence with respect to each such Unit. Upon the arrival of the Units at
the return or delivery location(s) described in the foregoing notice, Lessee
will give Lessor prompt written confirmation of the number and type of Units
returned or delivered and the date on which the Inspection Period commences
with respect to the Inspectable Group(s) of which such Units are a part. In
the event that, subsequent to the date an Inspection Period commences for any
Inspectable Group, additional Units are delivered to such location, unless
Lessor is at that time still conducting its inspection at such location
pursuant to Section 6.1(h), a new Inspection Period will commence upon receipt
of notice that an Inspectable Group made up of such subsequently delivered
Units has been assembled; provided, however, that if less than 25 additional
Units are to be subsequently returned or delivered to such location, such new
Inspection Period will commence upon receipt of notice that all of such
subsequently delivered Units have been assembled.

(b) If Lessor shall have decided to take possession of
such Unit, Lessee will, at its own cost and expense, deliver possession of such
Unit at any track location, f.o.b. such location, (i) as may be agreed upon by
Lessor and Lessee in writing, or (ii) in the absence of such agreement, as
Lessor may reasonably select by written notice to Lessee delivered on or before
the 90th day before the end of the Lease Term; provided, that (x) there shall
be no more than 21 such locations designated by Lessor (each of which shall be
located within the continental United States, exclusive of Alaska), (y) there
shall be no less than 25 Units (any group of 25 Units, an "Inspectable Group")
returned to each location, and (z) Lessor's notice shall specify the total
number and type of Units to be delivered to each location. Maintenance records
with respect to each Unit shall be delivered to Lessor or its designee upon the
return of such Unit.

(c) (i) If Lessor shall have elected to store any Unit
upon the expiration of the Lease Term with respect thereto, Lessee
shall store such Unit, free of charge for a period (the "Storage
Period") beginning on the expiration of the Lease Term and ending not
more than 30 days after the later of (A) the date of commencement of
the Inspection Period for the Inspectable Group of which such Unit is
a part and (B) the date on which such Unit is in compliance with the
conditions set forth in Section 6.2. Any storage provided by Lessee
during the Storage Period shall be at the sole risk and expense of
Lessee and Lessee shall maintain the insurance required by Section
12.1 with respect to all stored Units. During the Storage Period,
Lessee will permit Lessor or any person designated by it, including
the authorized representative or representatives of any prospective
purchaser or user of such Unit, to restencil the marks on such Unit
and to

7
<PAGE> 13

inspect the same during the storage location's normal business hours
upon at least three Business Days' prior telephonic notice; provided,
however, that such inspection and restenciling shall not unreasonably
interfere with the normal conduct of the storage location's business
and shall be subject to the storage location's standard security and
safety rules and regulations; and provided, further, that (x) such
inspection and restenciling shall be at such Person's own risk, (y)
Lessee shall be protected against any loss or damage incurred by it in
connection with any such inspection or restenciling by such Person
through indemnification, insurance or other means reasonably
satisfactory to Lessee and (z) Lessee (except in the case of Lessee's
gross negligence or wilful misconduct) shall not be liable for any
injury to, or the death of, any Person exercising, either on behalf of
Lessor or any prospective purchaser or user, the rights of inspection
and restenciling granted pursuant hereto. Lessee shall not be
required to store the Equipment after the Storage Period. If Lessee
does store any Unit after the expiration of the Storage Period, such
storage shall be at the sole risk and expense of Lessor.

(ii) Upon the request and direction of Lessor (and at
Lessor's sole risk and expense), on not more than one occasion with
respect to each stored Unit and upon not less than 30 days' prior
written notice from Lessor to Lessee, Lessee will, on or before the
expiration of the Storage Period, transport such Units to any railroad
interchange point or points (not to exceed 21 in total), within the
continental United States (except Alaska), with a minimum of at least
an Inspectable Group delivered to each interchange point on any
railroad lines or to any connecting carrier for shipment, whereupon
Lessee shall have no further liability or obligation with respect to
such Units.

(d) Provided no Lease Default referred to in Section
14(g) or (h) or Lease Event of Default shall have occurred and be continuing,
all amounts earned in respect of a Unit subsequent to the expiration of the
Lease Term with respect to such Unit and prior to the return of the Unit
hereunder shall belong to Lessee and, if received by Lessor, shall be promptly
turned over to Lessee.

(e) Subject to the other provisions of this Section 6.1
with respect to additional Holdover Rent, Lessee shall pay Holdover Rent
(hereinafter defined) for each Unit for each day from the date of expiration or
termination of the Lease with respect to such Unit to the date such Unit is (i)
returned to the location specified pursuant to Section 6.1(b) or (ii) delivered
and stored for Lessor pursuant to Section 6.1(c). During such holdover period,
Lessee shall use its reasonable best efforts to secure the return of the
Equipment as required under this Section 6. Nothing herein shall be in
abrogation of Lessor's right to have such Unit returned to it for possession or
storage.

(f) In the event any Unit is not returned to Lessor in
the condition specified in Section 6.2, Lessee shall pay to Lessor the daily
equivalent of the rental rate in effect at the expiration or termination of the
most recent Lease Term with respect to such Unit (the

8
<PAGE> 14

"Holdover Rent") multiplied by the number of days equal to the sum of (i) in
the event that such Unit was delivered to the location specified pursuant to
Section 6.1(b) or 6.1(c), as appropriate, after the date on which this Lease
expires or terminates with respect to such Unit, the number of days elapsed
between the delivery of the Unit to the location so specified and the
commencement of the Inspection Period for the Inspectable Group of which such
Unit is a part, (ii) one-half of the number of days elapsed between the
commencement of the Inspection Period for the Inspectable Group of which such
Unit is a part and the date on which Lessee receives notice from Lessor that
such Unit is not in the condition specified in Section 6.2 (provided, however,
that in no event shall the number determined pursuant to this clause (ii)
exceed 30), plus (iii) the number of days following receipt by Lessee of notice
from Lessor, which is given no later than the date specified in the second
sentence of Section 6.1(h), that such Unit is not in the condition specified by
Section 6.2 required by Lessee to restore such Unit to such condition.
Notwithstanding the foregoing, if the reasonable cost of repairs required to
restore any Unit to the condition set forth in Section 6.2 is less than $2,500,
then (A) Lessor shall be responsible for making such repairs, the cost of which
shall be reimbursed by Lessee, and (B) the Unit shall be deemed to comply with
the conditions set forth in Section 6.2 and no additional Holdover Rent shall
be payable under this Section 6.2(d) with respect thereto solely as a result of
the condition of the Unit.

(g) Holdover Rent shall be paid monthly in arrears, by
payment from Lessee to Lessor on or before the fifth day following the end of
each calendar month, in the manner specified in Section 3.6 hereof, such
payment to be accompanied by a statement setting forth in reasonable detail the
calculation of such payment on a per Unit basis.

(h) During the [30]-day period commencing on the date on
which a minimum of at least an Inspectable Group is delivered, pursuant to
Section 6.1 (b) or (c), to Lessor or to a storage location, as appropriate (the
"Inspection Period"), Lessor shall be entitled to inspect any Unit so delivered
to ensure that such Unit is in the condition required under Section 6.2.
Lessor shall promptly (but in no event later than 10 Business Days following
receipt by a Responsible Officer of the Owner Participant of a final report
relating to the foregoing inspection) notify Lessee if any Units are not in
compliance with the conditions specified in Section 6.2. Subject to Section
6.1(f), no Holdover Rent shall be payable by Lessee during the Inspection
Period. All inspections of any redelivered Unit shall be performed at Lessor's
sole cost, expense and risk (including, without limitation, the risk of
personal injury or death), by its authorized representatives. Lessee shall not
be liable for any injury to, or the death of, any Person exercising, on behalf
of Lessor, the rights of inspection granted under this Section 6.1 unless
caused by Lessee's gross negligence or wilful misconduct. If such Unit is not
in compliance with the conditions set forth in Section 6.2, then, subject to
the last sentence of Section 6.1(f), Lessee shall promptly take such steps as
are necessary to bring such Unit into such compliance and shall, subject to the
last sentence of Section 6.1(f) pay, in addition to Holdover Rent otherwise
owing under this Section 6.1 the reasonable cost and expense of any
reinspection of such Unit conducted by Lessor required because of such
non-compliance with

9
<PAGE> 15

Section 6.2. No reinspection pursuant to this Section 6.1(h) shall
unreasonably interfere with the normal conduct of business by Lessee, any
sublessee or the location to which such Unit is returned. Lessee shall provide
(or cause any sublessee or owner of the return location to provide) reasonable
cooperation to Lessor and its representatives in connection with such
inspection, but Lessee shall not be required to undertake or incur any
additional liabilities in connection therewith. A Unit shall not be deemed to
have been returned to Lessor for purposes of this Lease unless and until it is
in compliance with the conditions set forth in Section 6.2.

Section 6.2 Condition of Equipment. Each Unit, when returned
to Lessor pursuant to Section 6.1, shall be (a) capable of performing the
functions for which it was designed, with all loading and unloading components
operating in good working order with allowance for normal wear and tear, (b)
suitable for use in interchange in accordance with the Field Manual of the AAR
and FRA rules and regulations, (c) suitable for continued commercial use in the
commodity last carried immediately prior to such return, (d) in all material
respects, in the condition required by Section 8.1, (e) in conformance with any
requirement pertaining to warranties of the manufacturer of the Units during
the warranty period, (f) fit for loading and acceptable for interchange service
generally in the transportation industry after giving effect to a transfer or
change in ownership (in accordance with applicable interchange rules), (g)
empty, (h) steam cleaned or otherwise cleaned in a comparable commercially
acceptable manner, and (i) free and clear of all Liens except Lessor's Liens
and Permitted Liens of the type described in clause (iii) of the definition of
Permitted Liens to the extent arising as a result of a fleet wide action which
includes such Unit; provided, however, that in the event Lessor fails to
inspect any Unit during the Inspection Period and/or fails to notify Lessee by
the date specified in the second sentence of Section 6.1(h), that such Unit is
not in the condition specified by Section 6.2, Lessee's obligation to comply
with the conditions set forth in this Section 6.2 shall terminate.

SECTION 7. LIENS.

Lessee will not directly or indirectly create, incur, assume,
permit or suffer to exist any Lien on or with respect to any Units or Lessee's
leasehold interest therein under this Lease, except Permitted Liens, Lessor's
Liens and Liens described in Section 6.4(a) and 6.4(b) of the Participation
Agreement, and Lessee shall promptly, at its own expense, take such action or
cause such action to be taken as may be necessary to duly discharge (by bonding
or otherwise) any such Lien not excepted above if the same shall arise at any
time.

SECTION 8. MAINTENANCE; POSSESSION; COMPLIANCE WITH LAWS.

Section 8.1 Maintenance and Operation. (a) Lessee, at its
own cost and expense, shall maintain, repair and keep each Unit (i) according
to prudent industry practice, in good working order, and in good physical
condition for railcars of a similar age and usage, normal wear and tear
excepted, (ii) in a manner consistent with maintenance practices used by Lessee
in respect of equipment owned or leased by Lessee similar in type to such Unit,
(iii) in

10
<PAGE> 16

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 Section 12, and (iv) in compliance in all
material respects with any applicable laws and regulations, including, without
limitation, the Field Manual of the AAR, FRA rules and regulations and
Interchange Rules as they apply to the maintenance and operation of the
Equipment in interchange regardless of upon whom such applicable laws and
regulations are nominally imposed; provided, however, that Lessee may, in good
faith and by appropriate proceedings diligently conducted, contest the
validity or application of any such standard, rule or regulation in any
reasonable manner which does not materially interfere with the use, possession,
operation or return of any of the Units or materially adversely affect the
rights or interests of Lessor and the Indenture Trustee in the Equipment or
hereunder or otherwise expose Lessor, the Indenture Trustee or any Participant
to criminal sanctions or release Lessee from the obligation to return the
Equipment in compliance with the provisions of Section 6.2. Lessee shall
provide Lessor and the Indenture Trustee with notice of any contest of the type
described in the preceding sentence in detail sufficient to enable Lessor and
the Indenture Trustee to ascertain whether such contest may have an effect of
the type described in the preceding sentence. In no event shall Lessee
discriminate as to the use or maintenance of any Unit (including the
periodicity of maintenance or record keeping in respect of such Unit) as
compared to equipment of a similar nature which Lessee owns or leases. Lessee
will maintain all records, logs and other materials required by relevant
industry standards or any governmental authority having jurisdiction over the
Units required to be maintained in respect of any Unit, all as if Lessee were
the owner of such Units, regardless of whether any such requirements, by their
terms, are nominally imposed on Lessee, Lessor or Owner Participant.

(b) Lessee shall not or expressly permit any sublessee to
change a DOT classification (as provided for in 49 C.F.R. Part 179 or any
successor thereto), or expressly permit any sublessee to operate any Unit under
a different DOT classification, from that classification in effect for such
Unit on the Initial Closing Date or the Subsequent Closing Date, as applicable,
except for any change in tank test pressure rating provided such change does
not increase the pressure rating of the Unit above the tank test pressure to
which the Unit was manufactured; provided however, that in the event Lessor
shall not have provided Lessee with a written waiver or consent to such a
reclassification or operation of any Unit within 10 Business Days of Lessee's
written request therefor (or Lessor expressly rejects such a request by
Lessee), Lessee may replace such Unit in accordance with and subject to the
provisions of Section 11.2(i), 11.3 and 11.4.

Section 8.2 Possession. Lessee shall be entitled to the
possession and use of the Equipment by it or any Affiliate, in the United
States, Canada and Mexico, only in the manner for which it was designed and
intended and so as to subject it only to ordinary wear and tear. In no event
shall Lessee make use of any Equipment in any jurisdiction not included in the
insurance coverage required by Section 12. The Equipment shall be used
primarily on domestic routes in the United States, and in no event shall more
than 20% of the Units be used (as

11
<PAGE> 17

determined by mileage records) outside the continental United States (exclusive
of Alaska) during any taxable year in which the transaction generates losses
for federal or state income tax purposes. Nothing in this Section 8.2 shall be
deemed to constitute permission by Lessor to any Person that acquires
possession of any Unit to take any action inconsistent with the terms and
provisions of this Lease and any of the other Operative Agreements. The rights
of any Person that acquires possession of any Unit pursuant to this Section 8.2
shall be subject and subordinate to the rights of Lessor hereunder.

Section 8.3 Sublease. Provided Lessor shall not have
declared the Lease to be in default (or the Lease shall not be deemed to have
been declared in default) pursuant to Section 15.1 hereof, Lessee shall be
entitled, without the prior approval of Lessor, to enter into a sublease for
any Unit or Units (pursuant to a car service contract or otherwise) to, or to
grant permission for the use thereof under car contracts by, (a) a railroad
company or companies incorporated under the laws of the United States or any
state thereof or the District of Columbia, Canada or any province thereof, or
Mexico or any state thereof, upon lines of railroad owned or operated by such
railroad company or companies or over which such railroad company or companies
have trackage rights or rights for operation of their trains, and upon
connecting and other carriers in the usual interchange of traffic or (b)
responsible companies other than railroad companies for use in their business
(leases to such sublessees being herein referred to as "Permitted Subleases");
provided, however, that if Lessee subleases any Unit to a sublessee which
operates primarily in Mexico (or any state thereof), Lessee shall first have
made all registrations, filings and deposits which are necessary or advisable
under then-current prudent industry practice (including any actions reasonably
requested by Lessor or the Indenture Trustee) to protect the right, title and
interest of Lessor under this Lease and the Indenture Trustee under the
Indenture in and to the Units to be so subleased. All subleases shall include
appropriate provisions so that such subleases, (i) shall in all events be
subject and subordinate to this Lease and the rights and interests of Lessor
and its respective successors and assigns hereunder and shall confirm such
subordination by a provision substantially in the form currently contained in
Lessee's standard car service contract delivered to Lessor and the Indenture
Trustee prior to the Initial Closing Date, or otherwise as satisfactory to
Lessor and the Indenture Trustee, (ii) shall not be for a term which extends
beyond the Basic Term or any agreed upon Renewal Term, and (iii) shall not
include any term or provision which could reasonably be expected to result in
material adverse consequences to Lessor, Owner Participant or the Indenture
Trustee. Notwithstanding the foregoing, in the event Lessee (A) desires to
sublease one or more Units for a term which extends beyond the Basic Term or
Renewal Term, or (B) enters into a sublease with respect to one or more Units,
which sublease contains terms and conditions that are not consistent with the
requirements hereof (provided that in no event shall the existence of such
inconsistent term or condition relieve Lessee of any of its obligations
hereunder or constitute a waiver by Lessor of compliance by Lessee with such
obligations), Lessee may do so without violating this Lease and will have the
option to replace such Unit on or prior to the expiration of the Basic Term or
any Renewal Term with another Unit in accordance with and subject to the
provisions hereof and of Section 11.2(i), 11.3 and 11.4 (and in any event
shall effect such

12
<PAGE> 18

replacement prior to the time that such inconsistent term or condition results
in a breach of any provision of this Lease) by delivering to Lessor, not less
than 15 days prior to such replacement a notice stating that Lessee has
exercised its option hereunder and advising Lessor of the date on which the
Unit to be replaced will be so replaced; provided that if replacement is to be
made pursuant to foregoing clause (B), such notice shall be accompanied by an
Officer's Certificate (executed by Lessee's President or any Vice President)
stating that such replacement is required for valid business reasons arising in
the ordinary course of Lessee's business as an operating lessor and briefly
setting forth the reasons therefor. In the event Lessee exercises its option
pursuant to foregoing clause (A) or (B), on the date specified for replacement
in the notice delivered by Lessee in connection therewith, Lessee shall
transfer title of the replacement Unit to Lessor, Lessor shall transfer title
of the replaced Unit to Lessee, and Lessee and Lessor shall deliver to each
other such documents and other instruments as are required by Section 11.4(b).
Except in connection with an assignment pursuant to a transaction permitted by
Section 6.8 of the Participation Agreement, no sublease entered into by Lessee
hereunder shall relieve Lessee of any liability or obligation hereunder, which
shall be and remain those of a principal and not a surety. Nothing in this
Section 8.3 shall be deemed to constitute permission to any Person in
possession of any Unit pursuant to any such sublease to take any action
inconsistent with the terms and provisions of this Lease or any of the other
Operative Agreements.

SECTION 9. MODIFICATIONS.

Section 9.1 Required Modifications. In the event the AAR,
the United States Department of Transportation, or any other United States,
state or local governmental agency or any other applicable law requires that
any Unit be altered, replaced or modified (a "Required Modification"), Lessee
agrees to make such Required Modification at its own expense; provided,
however, that Lessee may, in good faith and by appropriate proceedings
diligently conducted, contest the validity or application of any such law,
regulation, requirement or rule in any reasonable manner which does not
materially interfere with the use, possession, operation or return of any Unit
or materially adversely affect the rights or interests of Lessor and the
Indenture Trustee in the Equipment or hereunder or otherwise expose Lessor, the
Indenture Trustee or any Participant to criminal sanctions or relieve Lessee of
the obligation to return the Equipment in compliance with the provisions of
Section 6.2. Title to any Required Modification shall immediately vest in
Lessor. Notwithstanding anything herein to the contrary, if Lessee determines
in good faith that any Required Modification to a Unit would be economically
impractical, in lieu of making the Required Modification as provided above,
Lessee may provide written notice of such determination to Lessor and either
(i) treat such Unit as if an Event of Loss had occurred as of the date of such
written notice with respect to such Unit; provided that upon such occurrence
Lessee shall have only the right to replace such Unit under the provisions of
Section 11.2(i), 11.3 and 11.4, or (ii) if such determination is made on or
after the seventh anniversary of the Basic Term Commencement Date, either treat
such Unit as provided in clause (i) above or treat such Unit as a Terminated
Unit on the terms and conditions set forth in Section 10.1; provided that
Lessee shall not discriminate against such Unit in making such determination

13
<PAGE> 19

of economic impracticality as compared with other equipment of the same type as
such Unit which is owned or leased by Lessee.

Section 9.2 Optional Modifications. Lessee at any time may
in its discretion and at its own cost and expense modify, alter or improve any
Unit in a manner which is not required by Section 9.1 (a "Modification");
provided that no Modification shall diminish the fair market value, utility, or
remaining useful life of such Unit below the value, utility, or remaining
useful life thereof immediately prior to such Modification, other than in a de
minimis manner, assuming such Unit was then in the condition required to be
maintained by the terms of this Lease, or cause such Unit to become Limited Use
Property. Title to any Non-Severable Modification shall be immediately vested
in Lessor. Title to any Severable Modification shall remain with Lessee unless
it is a Required Modification, in which case title shall vest in Lessor
pursuant to Section 9.1. If Lessee, at its cost and expense, shall cause any
Severable Modifications (which are not Required Modifications) to be made to
any Unit, Lessor shall have the right, upon 90 days prior written notice in the
case of a return other than pursuant to Section 15.6, prior to the return of
such Unit to Lessor hereunder, to purchase such Severable Modifications (other
than Severable Modifications consisting of proprietary or communications
equipment) at their then Fair Market Sales Value (taking into account their
actual condition). If Lessor does not so elect to purchase such Severable
Modifications, Lessee may remove such Severable Modifications at Lessee's cost
and expense and, if requested (which request shall be made by not less than 90
days prior written notice in the case of a return other than pursuant to
Section 15.6) by Lessor will, so remove such Severable Modifications at
Lessee's cost and expense.

Section 9.3 Removal of Property; Replacements. Lessee may,
in the ordinary course of maintenance or repair of any Unit, remove any item of
property constituting a part of such Unit, and, unless the removal of such item
is required by Section 9.1 hereof, Lessee shall replace such item as promptly
as practicable with an item of property that is free and clear of all Liens
(other than Permitted Liens) and in as good operating condition as, and with a
value, utility and useful life at least equal to, the item of property being
replaced, assuming that such replaced item was in the condition required to be
maintained by the terms of this Lease. Any item of property removed from such
Unit as provided in the preceding sentence shall remain the property of Lessor
free and clear of all rights of Lessee until replaced in accordance with the
terms of such sentence, but shall then, without further act, become the
property of Lessee. Any such replacement property shall, without further act,
become the property of Lessor and be deemed part of such Unit for all purposes
hereof.

SECTION 10. VOLUNTARY TERMINATION.

Section 10.1 Right of Termination. So long as no Lease
Default or Lease Event of Default shall have occurred and be continuing, Lessee
shall have the right, at its option at any time or from time to time during the
Basic Term on or after the seventh anniversary of the Basic Term Commencement
Date, to terminate the Lease Term with respect to any or all of the Units

14
<PAGE> 20

(provided that, if such termination is for less than all Units in an Equipment
Group, the determination as to which Units are subject to termination shall be
made by Lessee on a random or other reasonable basis (including, without
limitation, on the basis of car type) without discrimination based on
maintenance status or operating condition of the Units in question) (the
"Terminated Units") if Lessee determines in good faith (as evidenced by a
certified copy of a resolution adopted by Lessee's Board of Directors and a
certificate executed by the Chief Financial Officer of Lessee) either (a) that
such Units have become obsolete or surplus to Lessee's requirements, or (b) in
the circumstances described in clause (ii) of the last sentence of Section 9.1,
that a Required Modification to such Units would be economically impractical.
Lessee shall be entitled to exercise its termination rights under this Section
10.1 by delivering at least 120 days' prior notice to Lessor, the Indenture
Trustee and the Pass Through Trustee (i) specifying a proposed date of
termination for such Units (the "Termination Date"), which date shall, except
as provided in the last sentence of Section 10.3, be a Rent Payment Date, any
such termination to be effective on the Termination Date, and (ii) if some but
less than all of the Units in an Equipment Group are designated as Terminated
Units, describing the nondiscriminatory manner (including, without limitation,
on the basis of car type) in which Lessee proposes to determine which Units in
that Equipment Group are to be Terminated Units. Except as expressly provided
herein, there will be no conditions to Lessee's right to terminate this Lease
with respect to the Terminated Units pursuant to this Section 10.1. So long as
(A) Lessor shall not have given Lessee a notice of election to retain the
Terminated Units in accordance with Section 10.3, or (B) notice of prepayment
of the Equipment Notes shall not have been given pursuant to Section 2.10 of
the Indenture, Lessee may withdraw the termination notice referred to above at
any time prior to the Termination Date, whereupon this Lease shall continue in
full force and effect; provided that Lessee (1) may not exercise its right to
withdraw such a termination notice more than once annually, and (2) may not
withdraw any termination notice with respect to any Terminated Units after
receipt by Lessee of a bid equal to or greater than the Termination Value with
respect to such Terminated Units or later than sixty (60) days prior to the
scheduled Termination Date. Lessee agrees that if it withdraws a termination
notice it will reimburse Lessor, Owner Participant and the Indenture Trustee
for all reasonable out-of-pocket costs and expenses (including reasonable legal
fees and expenses) incurred by any thereof in connection therewith.

Section 10.2 Sale of Equipment. During the period from the
date of such notice given pursuant to Section 10.1 to the Termination Date,
Lessee, as agent for Lessor and, except as provided in Section 10.3, at
Lessee's sole cost and expense, shall use its reasonable best efforts to obtain
bids from Persons other than Lessee or Affiliates thereof for the cash purchase
of the Terminated Units, and Lessee shall promptly, and in any event at least
five Business Days prior to the proposed date of sale, certify to Lessor in
writing the amount and terms of each such bid, the proposed date of such sale
and the name and address of the party submitting such bid. Unless Lessor shall
have elected to retain the Terminated Units in accordance with Section 10.3, on
the Termination Date: (a) Lessee shall, subject to the prior or concurrent
receipt (x) by Lessor of all amounts owing to Lessor pursuant to the next
sentence, and (y) by the Persons

15
<PAGE> 21

entitled thereto of all unpaid Supplemental Rent due on or before the
Termination Date, deliver the Terminated Units (excluding any optional
Severable Modifications removed by Lessee pursuant to Section 9.2) to the
bidder (which shall not be Lessee or any Affiliate thereof), if any, which
shall have submitted the highest cash bid prior to such date (or to such other
bidder as Lessee and Lessor shall agree), in the condition specified in Section
6.2 and (b) Lessor shall, without recourse or warranty (except as to the
absence of any Lessor's Lien) simultaneously therewith transfer all of its
right, title and interest in and to the Terminated Units to such bidder. The
net proceeds of sale realized at such sale shall be paid to Lessor and, in
addition, on the Termination Date, Lessee shall pay to Lessor, (i) all unpaid
Rent with respect to such Terminated Units due and payable on or prior to the
Termination Date (exclusive of any in advance Basic Rent due on such date),
(ii) the excess, if any, of (A) the Termination Value for the Terminated Units
computed as of the Termination Date, over (B) the net cash sales proceeds
(after the deduction of all reasonable costs and expenses of Lessor and Owner
Participant in connection with such sale) of the Terminated Units, and (iii) an
amount equal to the Make-Whole Amount, if any, in respect of the principal
amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a)
of the Indenture. If no sale shall have occurred, whether as a result of
Lessee's failure to pay all of the amounts hereinabove required or otherwise,
this Lease shall continue in full force and effect with respect to such Units,
and Lessee agrees to reimburse Lessor, Owner Participant and the Indenture
Trustee for all reasonable costs and expenses (including reasonable legal fees
and expenses) incurred by any thereof in connection therewith; provided that if
such sale shall not have occurred solely because of Lessee's failure to pay the
amounts hereinabove required, Lessee shall have no further right to terminate
this Lease with respect to such Units. Lessee, in acting as agent for Lessor,
shall have no liability to Lessor for failure to obtain the best price, shall
act in its sole discretion and shall be under no duty to solicit bids publicly
or in any particular market. Lessee's sole interest in acting as agent shall
be to use its reasonable best efforts to sell the Units at the highest price
then obtainable consistent with the terms of this Lease.

Section 10.3 Retention of Equipment by Lessor.
Notwithstanding the provisions of Sections 10.1 and 10.2, Lessor may
irrevocably elect by written notice to Lessee, no later than 60 days after
receipt of Lessee's notice of termination, not to sell the Terminated Units on
the Termination Date, whereupon Lessee shall (a) deliver the Terminated Units
to Lessor in the same manner and condition as if delivery were made to Lessor
pursuant to Section 6, treating the Termination Date as the termination date of
the Lease Term with respect to the Terminated Units, and (b) pay to Lessor, or
to the Persons entitled thereto, all Basic Rent and all Supplemental Rent due
and owing on the Termination Date and unpaid (exclusive of any in advance Basic
Rent due on such date but inclusive of any Supplemental Rent measured by the
Make-Whole Amount). If Lessor elects not to sell the Terminated Units as
provided in this Section 10.3, then Lessor shall pay, or cause to be paid, to
the Indenture Trustee in funds of the type and in an amount equal to the
outstanding principal amount of the Equipment Notes issued in respect of such
Terminated Units and all accrued and unpaid interest to the date of prepayment
of such Equipment Notes on such Termination Date and an amount equal to the

16
<PAGE> 22

Make-Whole Amount, if any, in respect of the principal amount of the Equipment
Notes to be prepaid without in any manner relieving Lessee of its obligation to
pay any such amount pursuant to the preceding sentence; provided that unless
Lessor shall have paid all such amounts to the Indenture Trustee on the
Termination Date, this Lease shall continue in full force and effect. If
Lessor shall fail to pay the amounts required pursuant to this Section 10.3 and
as a result thereof this Lease shall not be terminated with respect to the
Terminated Units on a proposed Termination Date, Lessor shall (x) thereafter no
longer be entitled to exercise its election to retain such Terminated Units,
and (y) reimburse Lessee for any expenses (including reasonable legal fees and
expenses) incurred by it in attempting to sell the Terminated Units pursuant to
Section 10.2 immediately prior to Lessor's exercise of such preemptive
election, and Lessee may at its option at any time thereafter prior to the
immediately following Rent Payment Date submit a new termination notice
pursuant to Section 10.1 with respect to such Terminated Units specifying a
proposed Termination Date occurring on a Determination Date occurring not
earlier than 25 days from the date of such notice; provided that for purposes
of determining the amount to be paid by Lessee pursuant to Section 10.2, the
Termination Date shall be deemed to be the Termination Date on which Lessor
failed to make the payments provided in this Section 10.3.

Section 10.4 Termination of Lease. In the event of either
(a) any such sale and receipt by Lessor and the Indenture Trustee of all of the
amounts provided in Section 10.2 or (b) retention of the Equipment and payment
in full by Lessor in compliance with Section 10.3, and upon compliance by
Lessee with the other provisions of this Section 10, the obligation of Lessee
to pay Basic Rent hereunder for such Terminated Units shall cease and the Lease
Term for such Terminated Units shall end. Upon the payment of all sums
required to be paid in respect of any Unit or Units, Lessor will convey to
Lessee or its designee all right, title and interest of Lessor in and to such
Unit or Units, "as is", "where is", without recourse or warranty, except for a
warranty against Lessor's Liens, and shall execute and deliver to Lessee or its
designee such bills of sale and other documents and instruments as Lessee or
its designee may reasonably request to evidence such conveyance.

SECTION 11. LOSS, DESTRUCTION OR REQUISITION.

Section 11.1 Event of Loss. In the event that any Unit shall
(a) suffer damage or contamination which, in Lessee's reasonable judgment (as
evidenced by an Officer's Certificate to such effect), makes repair uneconomic
or renders such Unit unfit for commercial use, (b) suffer destruction, or shall
suffer theft or disappearance for a period exceeding 12 months, (c) be
permanently returned to the manufacturer pursuant to any patent indemnity
provisions, (d) have title thereto taken or appropriated by any governmental
authority, agency or instrumentality under the power of eminent domain or
otherwise, (e) suffer an actual or constructive total loss, (f) in the normal
course of interstate rail transportation, have been 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

17
<PAGE> 23

instrumentality thereof, (g) be subject to a sublease with any Person which
operates primarily outside the United States and shall not be returned to
Lessee within 60 days of a demand by Lessee for return of such Units following
the termination or other expiration of the term of such sublease, or (h) be
taken or requisitioned 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 as aforesaid or 365
days) (any such occurrence being hereinafter called an "Event of Loss"),
Lessee, in accordance with the terms of Section 11.2, shall promptly and fully
inform Lessor and the Indenture Trustee of such Event of Loss; provided,
however, that if any Unit shall suffer a theft or disappearance as described in
clause (b) above for a period exceeding 6 months, Lessee shall use its
reasonable best efforts to inform Lessor and the Indenture Trustee of such
theft or disappearance as an Event of Loss once it has knowledge thereof,
regardless of whether the 12-month period referred to in said clause (b) has
run.

Section 11.2 Replacement or Payment upon Event of Loss.
Lessee shall report, by written notice to Lessor given (a) on the date that is
60 days prior to each Rent Payment Date, or (b) promptly, but in no event later
than 30 days, after the date on which a Responsible Officer of Lessee shall
have obtained actual knowledge that since the end of the last period for which
a report was delivered to Lessor under this Section 11.2 10 or more Units have
suffered an Event of Loss (a "Multiple Loss"), any and all occurrences of an
Event of Loss and shall notify Lessor of its election to perform one of the
following options with respect to each such Unit:

(i) on the Rent Payment Date immediately following delivery
of the foregoing notice (or, in the case of a Multiple Loss, on the
first Business Day succeeding the 60th day following the date on which
Lessee is required to report such Multiple Loss pursuant to this
Section 11.2), Lessee shall comply with Section 11.4 and shall convey
or cause to be conveyed to Lessor a Replacement Unit to be leased to
Lessee hereunder, such Replacement Unit to be of the same car type,
the same or later year of manufacture of the Unit replaced and free
and clear of all Liens (other than Permitted Liens of the type
described in clause (ii) with respect to sublessees, and in clauses
(iii), (iv), (vi) and (vii) of the definition thereof) and to have a
Fair Market Sales Value, utility, remaining useful life, residual
value and condition at least equal to the Unit so replaced (assuming
such Unit was in the condition required to be maintained by the terms
of this Lease); provided that if at the time of such replacement, only
railcars (x) of a later year of manufacture or (y) with a greater Fair
Market Sales Value than the replaced Units are available as
Replacement Units, Lessee shall convey such Replacement Units to
Lessor as set forth above but Lessee may, at a later date, replace
such Replacement Units with other Units that are closer in Fair Market
Sales Value to the original replaced Units; provided further that if
Lessee shall either fail to elect an option under clause (i) or (ii)
of this Section

18
<PAGE> 24

11.2 by the applicable date, or timely elects the option under this
clause (i) but shall fail to perform its obligation to effect such
replacement under this paragraph (i) on a timely basis, then (except
in the case of a failure to perform an election to replace pursuant to
Section 8.1(b), Section 8.3 or Section 9.1) Lessee shall immediately
give Lessor, the Indenture Trustee and the Pass Through Trustee notice
of such failure and Lessee shall pay to Lessor on such Rent Payment
Date (or, in the case of a Multiple Loss, on the first Business Day
succeeding the 60th day following the date on which Lessee is required
to report such loss pursuant to this Section 11.2) or in the case of
Supplemental Rent, to the Person entitled thereto, the amounts
specified in clause (ii) below and provided further that Lessee shall
have no right to elect replacement under this clause (i) if at the
time Lessee delivers the notice described in the first sentence of
this Section 11.2, a Lease Event of Default or a Lease Default
described in Section 14(a), Section 14(g) or Section 14(h) shall have
occurred and be continuing; or

(ii) on the Rent Payment Date immediately following the
delivery of the notice described in the first sentence of this Section
11.2, Lessee shall pay or cause to be paid to Lessor (or in the case
of Supplemental Rent, to the Person entitled thereto) in funds of the
type specified in Section 3.6, an amount equal to (A) the Stipulated
Loss Value of each such Unit suffering an Event of Loss or deemed
Event of Loss determined as of such Rent Payment Date, (B) all Basic
Rent payable on such date in respect of such Unit (exclusive of any in
advance Basic Rent due on such date), and (C) all other Rent then due
and payable hereunder with respect to such Unit, it being understood
that until such Stipulated Loss Value and other sums are paid, there
shall be no abatement or reduction of Basic Rent; provided, however,
that in the event of a Multiple Loss, in lieu of the amounts otherwise
required to be paid in respect of each such Unit as provided above,
Lessee shall pay or cause to be paid on the first Business Day
succeeding the 60th day following the date on which Lessee is required
to report such loss pursuant to this Section 11.2 (the "Multiple Loss
Payment Date"), (A) an amount equal to the Stipulated Loss Value of
each such Unit determined as of (i) the second day of the month in
which the Multiple Loss Payment Date occurs or (ii) the second day of
the immediately preceding month if the Multiple Loss Payment Date is
the first day of a month (the second day of any such month a "Multiple
Loss Determination Date"), (B) an amount of accrued and unpaid Basic
Rent, if any, in respect of each such Unit equal to the product of (x)
the daily equivalent of the amount of Basic Rent scheduled to be paid
with respect to each such Unit on the Rent Payment Date next
succeeding such Multiple Loss Determination Date and (y) the number of
days from and including such Multiple Loss Determination Date to but
excluding the Multiple Loss Payment Date (but in no event less than
the amount of accrued and unpaid interest, if any, in respect of the
principal amount of Equipment Notes to be prepaid as a result of such
Multiple Loss) and (C) all other Rent then due and payable hereunder,
it being understood that until such Stipulated Loss Value and other
sums are paid, there shall be no abatement or reduction of Basic Rent;
provided, further, that if Lessee elects the option under this clause
(ii), it shall

19
<PAGE> 25

notify the Lessor, the Indenture Trustee and the Pass Through Trustee
thereof at least 20 days prior to the date such payment is to be made,
which election shall be irrevocable on the 15th day prior to the date
payment is required hereunder.

Section 11.3 Rent Termination. Upon the replacement of any
Unit or Units in compliance with Section 11.2(i) (but only as to replaced Units
and not any Replacement Unit) or upon the payment of all sums required to be
paid pursuant to Section 11.2 in respect of any Unit or Units, the Lease Term
with respect to such Unit or Units and the obligation to pay Basic Rent for
such Unit or Units accruing subsequent to the date of payment of Stipulated
Loss Value or date of conveyance of such Replacement Unit or Units pursuant to
Section 11.2(ii) shall terminate; provided that Lessee shall be obligated to
pay all Rent in respect of such Unit or Units which is payable under Section
11.2 with respect to such payment of Stipulated Loss Value or such replacement
of such Unit or Units and in respect of all other Units then continuing to
remain subject to this Lease; provided further that it is understood and agreed
that, in the event of a replacement in compliance with Section 11.2(i), the
Rent paid with respect thereto on the Rent Payment Date next following the
conveyance of the Replacement Unit or Units shall be deemed paid in respect of,
and allocated between, both the Replacement Unit or Units and the original Unit
or Units it or they replaced.

Section 11.4 Disposition of Equipment; Replacement of Unit.
(a) Upon the payment of all sums required to be paid pursuant to Section 11.2
in respect of any Unit or Units, Lessor will convey to Lessee or its designee
all right, title and interest of Lessor in and to such Unit or Units, "as is",
"where is", without recourse or warranty, except for a warranty against
Lessor's Liens, and shall execute and deliver to Lessee or its designee such
bills of sale and other documents and instruments as Lessee or its designee may
reasonably request to evidence such conveyance. As to each separate Unit so
disposed of, so long as no Lease Event of Default shall have occurred and be
continuing, Lessee or its designee shall be entitled to any amounts arising
from such disposition, plus any awards, insurance or other proceeds and damages
received by Lessee, Lessor or the Indenture Trustee by reason of such Event of
Loss after having paid the Stipulated Loss Value attributable thereto.

(b) At the time of or prior to any replacement of any
Unit, Lessee, at its own expense, will (i) furnish Lessor with a Bill of Sale
with respect to the Replacement Unit substantially in the form delivered
pursuant to Section 4.1(g) of the Participation Agreement, (ii) cause a Lease
Supplement substantially in the form of Exhibit A hereto, subjecting such
Replacement Unit to this Lease, and duly executed by Lessee, to be delivered to
Lessor for execution and, upon such execution, to be filed for recordation as
required in Section 16.1, (iii) so long as the Indenture shall not have been
satisfied and discharged, cause an Indenture Supplement substantially in the
form of Exhibit A to the Indenture for such Replacement Unit, to be delivered
to Lessor and to the Indenture Trustee for execution and, upon such execution,
to be filed for recordation as required in Section 16.1, (iv) furnish Lessor
with an opinion of Lessee's counsel (which may be Lessee's General Counsel or
Assistant General Counsel), to the

20
<PAGE> 26

effect that (A) the Bill of Sale referred to in clause (i) above constitutes an
effective instrument for the conveyance of title to the Replacement Unit to
Lessor, (B) legal and beneficial title to the Replacement Unit has been
delivered to Lessor, free and clear of all Liens (other than Permitted Liens of
the type described in clause (ii) with respect to sublessees, and in clauses
(iii), (iv), (v) and (vi) of the definition thereof), and (C) all filings and
recordings and other action necessary or appropriate to protect the respective
interests of Lessor and the Indenture Trustee in the Replacement Units (to the
extent required by the provisions of this Lease) have been accomplished, (v)
furnish Lessor with an engineer's certificate (which may be from an employee of
Lessee) certifying as to the value, utility, remaining useful life and
condition required under clause (i) of Section 11.2, (vi) furnish to Lessor and
the Indenture Trustee an Officer's Certificate certifying that the Replacement
Unit is free and clear of all Liens (other than Permitted Liens of the type
described in clause (ii) with respect to sublessees, and in clauses (iii),
(iv), (v) and (vi) of the definition thereof), (vii) furnish to Owner
Participant an agreement to indemnify Owner Participant against any adverse tax
consequences suffered as a result of such replacement, and (viii) furnish such
other documents and evidence as Owner Participant, Lessor or the Indenture
Trustee, or their respective counsel, may reasonably request in order to
establish the consummation of the transactions contemplated by this Section
11.4. In addition, if in connection with any substitution pursuant to this
Section 11.4, Owner Participant's internal tax counsel shall notify Lessee in
writing that such substitution may not qualify for like kind exchange treatment
under the Code (which notice shall indicate the basis for such counsel's
opinion), Lessee shall elect, in its sole discretion, to furnish (i) a tax
opinion from Neal Gerber & Eisenberg or other independent tax counsel
reasonably acceptable to Owner Participant to the effect that Owner Participant
has a reasonable basis, within the meaning of Section 6662(d)(2)(B)(ii) of the
Code, for the opinion that Owner Participant will not be required to recognize
gain or loss for Federal income tax purposes with respect to such replacement
or (ii) in the event such reasonable basis tax opinion cannot be furnished and
Lessee wishes to make such replacement, Lessee will, at such time as Lessee
receives written notice from Owner Participant that Owner Participant has filed
its Federal income tax returns wherein such gain or loss is recognized, make an
indemnity payment to Owner Participant in the incremental amount of such
adverse tax consequence (on a net after-tax basis) attributable to the
conveyance of such Replacement Unit. For all purposes hereof, upon passage of
title thereto to Lessor, the Replacement Unit shall be deemed part of the
property leased hereunder and the Replacement Unit shall be deemed a "Unit" of
Equipment as defined herein. Upon such passage of title, Lessor will transfer
to Lessee, without recourse or warranty (except as to Lessor's Liens), all
Lessor's right, title and interest in and to the replaced Unit (and shall
execute and deliver to Lessee or its designee such bills of sale and other
documents and instruments as Lessee may reasonably request to evidence such
conveyance), and upon such transfer, Lessor will request in writing that the
Indenture Trustee execute and deliver to Lessee an appropriate instrument
releasing such replaced Unit from the lien of the Indenture. Lessee shall pay
all reasonable out-of-pocket costs and expenses (including reasonable legal
fees and expenses) incurred by Lessor, Owner Participant and the Indenture
Trustee in connection with any replacement pursuant to this Section 11.4.

21
<PAGE> 27

Section 11.5 Eminent Domain. In the event that during
the Lease Term the use of any Unit is requisitioned or taken by any
governmental authority under the power of eminent domain or otherwise for a
period which does not constitute an Event of Loss, all of Lessee's obligations
under the Operative Agreements, including without limitation, Lessee's
obligation to pay all installments of Basic Rent, shall continue for the
duration of such requisitioning or taking. Lessee shall be entitled to
receive and retain for its own account all sums payable for any such period by
such governmental authority as compensation for requisition or taking of
possession. Any amount referred to in this Section 11.5, 11.4(a) or 12 which
is payable to Lessee shall not be paid to Lessee, or if it has been previously
paid directly to Lessee, shall not be retained by Lessee, if at the time of
such payment a Lease Default under Section 14(g) or Section 14(h) or a Lease
Event of Default shall have occurred and be continuing, but shall be paid to
and held by Lessor pursuant to Section 24, or if the Indenture shall not then
have been discharged pursuant to its terms, to the Indenture Trustee, as
security for the obligations of Lessee under this Lease, and at such time as
there shall not be continuing any such Lease Default or Lease Event of Default,
such amount shall be paid to Lessee.

SECTION 12. INSURANCE.

Section 12.1 Physical Damage and Public Liability Insurance.
Lessee will at all times after delivery and acceptance of each Unit and until
such Unit is returned to Lessor, at its own expense, keep such Unit or cause
such Unit to be kept insured by a reputable insurance company or companies, in
amounts and against risks and with deductibles and terms and conditions not
less than the insurance, if any, maintained by Lessee with respect to similar
equipment which it owns or leases, 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 railcars. Without limiting
the foregoing, Lessee will in any event:

(a) (i) for so long as a Lease Event of Default shall
have occurred and be continuing, or (ii) if required by the Letter Agreement
dated as of the Closing between Lessee and the Owner Participant (in the
circumstances set forth therein), keep each Unit insured against physical
damage in an amount not less than the Stipulated Loss Value attributable
thereto as shown on Schedule 4 to the Participation Agreement, subject to a
limit of not less than $10 million per occurrence (except for a $10 million
annual aggregate for flood and earth movement); provided that such coverage may
provide for deductible amounts or self-insured retention of not more than
$1,000,000 per occurrence; and

(b) maintain public liability insurance naming Owner
Participant, Lessor, as lessor of the Equipment and in its individual capacity,
and the Indenture Trustee as additional insureds (but only with respect to
liability arising out of or related to the Operative Agreements and the
Equipment) against bodily injury, death or property damage arising out of the
use or operation of the Equipment with general and excess liability limits of
not less than $100,000,000

22
<PAGE> 28

per occurrence and annually in the aggregate; provided that such coverage may
provide for deductible amounts or self-insured retention not exceeding
$25,000,000.

It is understood and agreed that the insurance required
hereunder may be part of a group-wide insurance program, including
risk-retention and self-insurance. Any policy of insurance maintained in
accordance with this Section 12.1 and any policy purchased in substitution or
replacement for any of such policies shall provide that if any such insurance
is cancelled or terminated, for any reason whatever (other than upon normal
policy expiration or non-payment of premiums), Lessor, the Indenture Trustee
and Owner Participant shall receive 30 days' prior written notice of such
cancellation or termination and shall further provide that if any such
insurance is cancelled or terminated for non-payment of premiums, the Indenture
Trustee and Owner Participant shall receive 10 days' prior written notice of
such cancellation or termination.

Section 12.2 Physical Damage Insurance. (a) The insurance
maintained pursuant to Section 12.1(a) shall provide that (i) so long as the
Equipment Notes remain outstanding, the proceeds up to the Stipulated Loss
Value for any loss or damage to any Unit shall be paid to the Indenture Trustee
under a standard mortgage loss payable clause, and thereafter to Lessor and
(ii) so long as no Lease Event of Default shall have occurred and be
continuing, Lessee will be entitled, at its own expense, to make all proofs of
loss and take all other steps necessary to collect the proceeds of such
insurance.

(b) The entire proceeds of any property insurance or
third party payments for damage to any Unit received by Lessor or the Indenture
Trustee shall be held by such party until, with respect to such Unit, the
repairs referred to in clause (i) below are made as specified therein or
payment of the Stipulated Loss Value is made, and such entire proceeds will be
paid, so long as no Lease Event of Default shall have occurred and be
continuing, either:

(i) to Lessee promptly following receipt by the Indenture
Trustee or Lessor, as the case may be, of a written application signed
by Lessee for payment to Lessee for repairing or restoring the Units
which have been damaged so long as (1) Lessee shall have complied with
the applicable provisions of the Lease, and (2) Lessee shall have
certified that any damage to such Units shall have been fully repaired
or restored; or

(ii) if this Lease is terminated with respect to such Unit
because of an Event of Loss and Lessee has paid the Stipulated Loss
Value due as a result thereof, such proceeds shall promptly paid over
to, or retained by, Lessee.

Section 12.3 Public Liability Insurance. (a) The public
liability insurance referred to in paragraph 12.1(b) shall (i) provide that
inasmuch as such policies cover more than one insured, all terms, conditions,
insuring agreements and endorsements, with the exception of limits of liability
and liability for premiums, commissions, assessments or calls (which shall

23
<PAGE> 29

be solely a liability of Lessee), shall operate in the same manner as if there
were a separate policy or policies covering each insured, (ii) provide that, as
a result of Lessee's waiver of subrogation contained in Section 12.3(d), the
insurers shall have no rights of subrogation against Owner Participant, Lessor,
as Lessor of the Equipment and in its individual capacity, and the Indenture
Trustee, (iii) provide that neither Owner Participant, Lessor, as lessor of the
Equipment and in its individual capacity, or the Indenture Trustee shall have
any responsibility for any insurance premiums, whether for coverage before or
after cancellation or termination of any such policies as to Lessee and (iv) be
primary without contribution from any similar insurance maintained by Owner
Participant, Lessor or the Indenture Trustee.

(b) Lessee shall use its reasonable best efforts to
obtain public liability insurance policies stipulating that coverage thereunder
will not be invalidated (as to Owner Participant, Lessor, as lessor of the
Equipment and in its individual capacity, and the Indenture Trustee) due to any
action or inaction of Lessee or any other Person (other than Owner Participant,
Lessor or the Indenture Trustee, but only in respect of their respective
coverages), but shall be under no obligation to obtain such policies containing
such stipulations if they are not available to Lessee at commercially
reasonable rates in the markets in which Lessee has then placed its insurance
program.

(c) In the event any public liability insurance policy or
coverage thereunder which are required to be maintained under Section 12.1(b)
shall not be available to Lessee in the commercial insurance market on
commercially reasonable terms, Lessor shall not unreasonably withhold its
agreement to waive such requirement to the extent the maintenance thereof is
not so available upon application therefore as set forth herein. Lessee shall
make written request for any such waiver in writing, accompanied by written
reports prepared, at Lessee's option, either by (i) one independent insurance
advisor chosen by Lessee and Lessor or (ii) three independent insurance
advisors, one chosen by Lessor, one chosen by Lessee and one chosen by the
other two advisors (one of which may be the regular insurance broker or brokers
of Lessee), in either case, such independent insurance advisors being of
recognized national standing. The fees and expenses of all such advisors shall
be paid by Lessee. The written reports required hereunder shall (x) state that
such insurance (or the required coverage thereunder) is not reasonably
available to Lessee at commercially reasonable premiums in the commercial
insurance markets within which Lessee normally purchases its insurance from
insurers, acceptable to Lessee, with a Best's rating of A- or better for
railcars of similar type and capacity and (y) explain in detail the basis for
such conclusions. Upon the granting of any such waiver, Lessee shall within 15
days thereafter certify to Lessor in writing the cost (on a fleet-wide basis)
of liability insurance premiums for the coverage required by Section 12.1(b)
for the immediately preceding fiscal year; and in the event that any such
certificate is not received by Lessor within such 15 day period, any such
waiver shall be deemed revoked. At any time after the granting of such waiver,
but not more often than once a year, Lessor may make a written request for a
supplemental report (in form reasonably acceptable to Lessor) from such
insurance advisor(s) updating the prior report and reaffirming the conclusions
set forth

24
<PAGE> 30

therein. Lessee shall provide any such required supplemental report within 60
days after receipt of the written request therefor. Any such waiver shall be
effective for only as long as such insurance is not reasonably available to
Lessee in the commercial markets in which Lessee normally purchases its
insurance at commercially reasonable rates, it being understood that the
failure of Lessee to furnish timely any such supplemental report shall be
conclusive evidence that such condition no longer exists. If such supplemental
report shows that such coverage is available, Lessee shall within 90 days of
such report obtain such insurance coverage. During any period with respect to
which such waiver has been granted and remains in effect under this Section
12.3(c), Lessee shall obtain public liability insurance as set forth in Section
12.1(b) from such carriers, in such amounts and with coverage limits and
deductibles as is prudent under the circumstances, but in any event in an
amount that may be purchased for a premium equal to 110% of Lessee's cost (on a
fleet-wide basis) of public liability insurance premiums for the coverage
required by Section 12.1(b) for the fiscal year immediately preceding the
fiscal year in which such waiver first was granted.

(d) Lessee hereby waives (on behalf of itself and its
insurers) all of Lessee's and Lessee's insurers' rights of subrogation against
the Owner Participant, Lessor, as lessor of the Equipment and in its individual
capacity, and the Indenture Trustee with respect to all matters relating to or
arising out of the Units, the Operative Documents or the transactions
contemplated thereby.

Section 12.4 Certificate of Insurance. Lessee shall, prior
to the Initial Closing Date and when the renewal certificate referred to below
is sent (but in any event not less than annually), furnish Lessor, the
Indenture Trustee and the Owner Participant with a certificate signed by the
insurer or an independent insurance broker showing the insurance then
maintained by Lessee pursuant to Section 12.1 and, with respect to any renewal
policy or policies, furnish certificates or binders evidencing such renewal as
soon as practicable, but in no event later than 30 days after the earlier of
the date such renewal is effected or the expiration date of the original policy
or policies. Simultaneously, with the furnishing of such certificate, Lessee
will provide appropriate evidence, reasonably satisfactory to Lessor and the
Indenture Trustee, that all premiums due on such insurance have been paid.

Section 12.5 Additional Insurance. In the event that Lessee
shall fail to maintain insurance as provided in Section 12.1 or, if applicable,
Section 12.3, Lessor may at its option, upon prior written notice to Lessee,
provide such insurance and, in such event, Lessee shall, upon demand from time
to time reimburse Lessor for the cost thereof together with interest from the
date of payment thereof at the Late Rate, on the amount of the cost to Lessor
of such insurance which Lessee shall have failed to maintain. If after Lessor
has provided such insurance, Lessee then obtains the coverage provided for in
Section 12.1 which was replaced by the insurance provided by Lessor, and Lessee
provides Lessor with evidence of such coverage reasonably satisfactory to
Lessor, Lessor shall cancel the insurance it has provided pursuant to the first
sentence of this Section 12.5. In such event, Lessee shall reimburse Lessor
for all costs

25
<PAGE> 31

to Lessor of cancellation, including without limitation any short rate penalty,
together with interest from the date of Lessor's payment thereof at the Late
Rate. In addition, at any time Lessor (either directly or in the name of Owner
Participant) may at its own expense carry insurance with respect to its
interest in the Units, provided that such insurance does not interfere with
Lessee's ability to insure the Equipment as required by this Section 12 or
adversely affect Lessee's insurance or the cost thereof, it being understood
that all salvage rights to each Unit shall remain with Lessee's insurers at all
times. Any insurance payments received from policies maintained by Lessor
pursuant to the previous sentence shall be retained by Lessor without reducing
or otherwise affecting Lessee's obligations hereunder, other than with respect
to Unit(s) with respect to which such payments have been made.

Section 12.6 Pollution Coverage. The public liability
insurance policy that is maintained pursuant to Section 12.1 on the date hereof
includes coverage for pollution incidents (other than as may occur on property
owned, leased, controlled or occupied by Lessee) of a sudden and accidental
nature, including, without limiting the generality of the foregoing, collision
and overturn of railcars arising out of the use or operation of the Units;
provided however, that such insurance shall cover third-party bodily injury and
property damage claims and shall not cover property owned, leased or occupied
by Lessee. Such insurance provides coverage for clean up should Lessee become
legally obligated to pay, subject to a limit of not less than $5,000,000 per
occurrence and annual aggregate. The coverage under such insurance shall be
maintained as long as it remains available at a reasonable cost under such
public liability insurance policy.

SECTION 13. REPORTS; INSPECTION.

Section 13.1 Duty of Lessee to Furnish. On or before May 31,
1996, and on or before each May 31 thereafter, Lessee will furnish to Lessor,
Owner Participant and the Indenture Trustee an accurate statement, as of the
preceding December 31, (a) showing the amount, description and reporting marks
of the Units then leased hereunder, the amount, description and reporting marks
of all Units that may have suffered an Event of Loss during the 12 months ended
on such December 31 (or since the Initial Closing Date, in the case of the
first such statement), and such other information regarding the condition or
repair of the Equipment as Lessor may reasonably request, (b) stating that, in
the case of all Equipment repainted during the period covered by such
statement, the markings required by Section 4.2 hereof shall have been
preserved or replaced, and (c) showing the percentage of use in both Canada and
Mexico based on the total mileage travelled by all railcars in Lessee's fleet
for the prior calendar year as reported to Lessee by railroads, and stating
that Lessee is not aware of any condition of any Unit which would cause such
Unit not to comply in any material respect with the rules and regulations of
the FRA and the Interchange Rules as they apply to the maintenance and
operation of the Equipment in interchange.

26
<PAGE> 32

Section 13.2 Lessor's Inspection Rights. Lessor, Owner
Participant and the Indenture Trustee each shall have the right, but not the
obligation, at their respective sole cost, expense and risk (including, without
limitation, the risk of bodily injury or death), by their respective authorized
representatives, to inspect (a) the Equipment and Lessee's records with respect
thereto, and (b) following the occurrence of a Lease Default and during the
continuance thereof, or following notice by Lessee that it will be returning
any Unit to Lessor pursuant to Section 10 or Section 22, any sublease of the
Equipment and Lessee's records with respect thereto. All inspections shall be
conducted during Lessee's normal business hours and upon reasonable prior
notice to Lessee. Lessee shall not be liable for any injury to, or the death
of, any Person exercising, either on behalf of Lessor, any Owner Participant,
the Indenture Trustee or any prospective user, the rights of inspection granted
under this Section 13.2 unless caused by Lessee's gross negligence or wilful
misconduct. No inspection pursuant to this Section 13.2 shall interfere with
the use, operation or maintenance of the Equipment or the normal conduct of
Lessee's business, and Lessee shall not be required to undertake or incur any
additional liabilities in connection therewith. Upon request by Lessor, which
request shall not be made more than once in any calendar year, Lessee, upon
three Business Days' prior notice from Lessor, will provide Lessor with
reasonable access at Lessee's office where such information is located to
information regarding the location and Person in possession of any or all Units
as specified in such request; provided that, prior to providing Lessor with
access to such information, Lessee and Lessor shall have executed a
confidentiality agreement in form and substance reasonably satisfactory to
Lessee with respect to such information.

SECTION 14. LEASE EVENTS OF DEFAULT.

The following events shall constitute Lease Events of Default
hereunder (whether any such event shall be voluntary or involuntary or come
about or be effected by operation of law or pursuant to or in compliance with
any judgment, decree or order of any court or any order, rule or regulation of
any administrative or governmental body) and each such Lease Event of Default
shall be deemed to exist and continue so long as, but only as long as, it shall
not have been remedied:

(a) Lessee shall fail to make any payment of Basic Rent,
Early Purchase Price, Basic Term Purchase Price or any other purchase price to
be paid by Lessee for any Units pursuant to this Lease or the Participation
Agreement, Stipulated Loss Value or Termination Value within 10 Business Days
after the same shall have become due; or

(b) Lessee shall fail to make any payment of Supplemental
Rent, including indemnity or tax indemnity payments, but not including
Stipulated Loss Value, Early Purchase Price, Basic Term Purchase Price or any
other purchase price to be paid by Lessee for any Units pursuant to this Lease
or the Participation Agreement, Stipulated Loss Value or Termination Value,
after the same shall have become due and such failure shall continue unremedied
for 10

27
<PAGE> 33

Business Days after receipt by Lessee of demand therefor from Lessor or the
Indenture Trustee; or

(c) Lessee shall fail to maintain in effect the insurance
required by Section 12 and such failure shall not have been waived as provided
for therein; or

(d) Lessee shall make or permit any possession of the
Equipment or any portion thereof not permitted by this 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 Lessee shall make or
permit any unauthorized assignment or transfer of this Lease in violation of
Section 18.2; or

(e) Lessee shall fail to observe or perform any of the
covenants or agreements to be observed or performed by Lessee in Section 6.8 of
the Participation Agreement, and such failure shall continue unremedied for 30
days; or

(f) any representation or warranty made by Lessee in any
Lessee Agreement (other than the Tax Indemnity Agreement) is untrue or
incorrect in any material respect as of the date of making thereof and such
untruth or incorrectness shall continue to be material and unremedied for a
period of 30 days after receipt by Lessee of written notice thereof from Lessor
or the Indenture Trustee; provided that, if such untruth or incorrectness is
capable of being remedied, no such untruth or incorrectness shall constitute a
Lease Event of Default hereunder for a period of 60 days after receipt of such
notice so long as Lessee is diligently proceeding to remedy such untruth or
incorrectness and shall in fact remedy such untruth or incorrectness within
such period; provided that such untrue or incorrect representation or warranty
shall be deemed to be remedied only after all adverse consequences thereof, if
any, have been remedied; or

(g) Lessee shall (i) commence a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar law now
or hereafter in effect, or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part
of its property, or (ii) consent to any such relief or to the appointment of or
taking possession by any such official in any voluntary case or other
proceeding commenced against it, or (iii) admit in writing its inability to pay
its debts generally as they come due, or (iv) make a general assignment for the
benefit of creditors, or (v) take any corporate action to authorize any of the
foregoing; or

(h) an involuntary case or other proceeding shall be
commenced against Lessee seeking liquidation, reorganization or other relief
with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect, or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any

28
<PAGE> 34

substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or

(i) Lessee shall fail to observe or perform any other of
the covenants or agreements to be observed or performed by Lessee under any
Lessee Agreement (other than the Tax Indemnity Agreement) and such failure
shall continue unremedied for 30 days after notice from Lessor or the Indenture
Trustee to Lessee, specifying the failure and demanding the same to be
remedied; provided that, if such failure is capable of being remedied, and the
remedy requires an action other than, or in addition to, the payment of money,
no such failure (other than one relating to the payment of such money) shall
constitute a Lease Event of Default hereunder for a period of 90 days after
receipt of such notice so long as Lessee is diligently proceeding to remedy
such failure and shall in fact remedy such failure within such period; or

(j) Lessee shall have given notice of its intention to
retain any Units at the end of the Basic Term or any Renewal Term and, prior to
the last day of the Basic Term or such Renewal Term, as the case may be, Lessee
shall not have notified Lessor of its election to purchase or continue leasing
such Unit; or

(k) Owner Participant and Owner Trustee shall fail to
effect the repayment of the Equipment Notes on the Mandatory Refinancing Date
pursuant to Section 2.10__ of the Indenture as part of a mandatory refinancing;

provided that, notwithstanding anything to the contrary contained in this
Lease, any failure of Lessee to perform or observe any covenant or agreement
herein shall not constitute a Lease Event of Default if such failure is caused
solely by reason of an event referred to in the definition of "Event of Loss"
so long as Lessee is continuing to comply with the applicable terms of Section
11.

SECTION 15. REMEDIES.

Section 15.1 Remedies. Upon the occurrence of any Lease
Event of Default and at any time thereafter so long as the same shall be
continuing, Lessor may, at its option, declare this Lease to be in default by a
written notice to Lessee (except that this Lease shall, without any action on
the part of Lessor, be automatically deemed to have been declared in default
upon the occurrence of a Lease Event of Default described in Section 14(g) or
(h)); and at any time thereafter, unless Lessee shall have remedied all
outstanding Lease Events of Default prior to the commencement of the exercise
by Lessor of any of its remedies hereunder, Lessor may do one or more of the
following as Lessor in its sole discretion shall elect, to the extent permitted
by, and subject to compliance with any mandatory requirements of, applicable
law then in effect:

29
<PAGE> 35

(a) proceed by appropriate court action or actions,
either at law or in equity, to enforce performance by Lessee of the applicable
covenants of this Lease or to recover damages for the breach thereof;

(b) by notice in writing to Lessee, Lessor may demand
that Lessee, and Lessee shall, upon written demand of Lessor and at Lessee's
expense, forthwith return all or any part of the Equipment to Lessor or its
order in the manner and condition required by, and otherwise in accordance with
all of the provisions of Section 15.6; or Lessor with or without notice or
judicial process may by its agents enter upon the premises of Lessee or other
premises where any of the Equipment may be located and take possession of and
remove all or any of the Units, and Lessor may use and employ in connection
with such removal any services, aids, equipment, trackage and other facilities
of Lessee as is reasonably required to remove such Units and thenceforth hold,
possess and enjoy the same free from any right of Lessee, or its successor or
assigns, to use such Units for any purpose whatever, and in connection with the
foregoing, Lessee hereby agrees that it will, if requested by Lessor, give
prompt notice of such demand for return of the Equipment to the AAR and all
railroads having possession of any such Unit;

(c) sell any Unit at public or private sale by such
advertisement or publication, if any, as Lessor may determine, free and clear
of any rights of Lessee and without any duty to account to Lessee with respect
to such sale or for the proceeds thereof (except to the extent required by
paragraph (f) below if Lessor elects to exercise its rights under said
paragraph), in which event Lessee's obligation to pay Basic Rent with respect
to such Unit hereunder due for any periods subsequent to the date of such sale
shall terminate (except to the extent that Basic Rent is to be included in
computations under paragraph (e) or (f) below if Lessor elects to exercise its
rights under either of said paragraphs);

(d) hold, keep idle or lease to others any Unit as Lessor
in its sole discretion may determine, free and clear of any rights of Lessee
and without any duty to account to Lessee with respect to such action or
inaction or for any proceeds with respect thereto;

(e) whether or not Lessor shall have exercised, or shall
thereafter at any time exercise, any of its rights under paragraph (a), (b),
(c) or (d) above with respect to any Unit, Lessor, by written notice to Lessee
specifying a payment date (which date shall be a Determination Date for the
purposes of computing Stipulated Loss Value), which shall be not earlier than
30 days after the date of such notice, may demand that Lessee pay to Lessor,
and Lessee shall pay to Lessor, on the payment date specified in such notice,
as liquidated damages for loss of a bargain and not as a penalty (in lieu of
the Basic Rent for such Unit due after the payment date specified in such
notice), all Rent due and payable, or accrued, for such Unit as of the payment
date specified in such notice (exclusive of any in advance Basic Rent due on
such date) plus whichever of the following amounts Lessor, in its sole
discretion, shall specify in such notice: (i) an amount with respect to each
such Unit which represents the excess of the present value, at the time of such
payment date, of all rentals for such Unit which would otherwise have

30
<PAGE> 36

accrued hereunder from such payment date for the remainder of the Basic Term or
any Renewal Term then in effect over the then present value of the then Fair
Market Rental Value of such Unit (taking into account its actual condition) for
such period computed by discounting from the end of such Term to such payment
date rentals which Lessor reasonably estimates to be obtainable for the use of
such Unit during such period, such present value to be computed in each case on
a basis of a per annum discount at the Debt Rate, compounded semiannually from
the respective dates upon which rentals would have been payable hereunder had
this Lease not been terminated; or (ii) an amount equal to the excess, if any,
of the Stipulated Loss Value for such Unit computed as of the payment date
specified in such notice over the Fair Market Sales Value of such Unit (taking
into account its actual condition) as of the payment date specified in such
notice; or (iii) if Lessor shall not have sold such Unit pursuant to the
exercise of its rights under paragraph (c) above with respect to such Unit, an
amount equal to the higher of Stipulated Loss Value for such Unit computed as
of the payment date specified in such notice or the Fair Market Sales Value of
such Unit (assuming it is in the condition required by this Lease) as of the
payment date specified in such notice, and upon payment by Lessee pursuant to
this clause (iii) of such Stipulated Loss Value or Fair Market Sales Value, as
the case may be, and of all other amounts payable by Lessee under this Lease
and under the other Operative Agreements in respect of such Unit, Lessor shall
transfer without recourse or warranty all right, title and interest of Lessor
in and to such Unit to Lessee or as it may direct, and Lessor shall execute and
deliver such documents evidencing such transfer as Lessee shall reasonably
request;

(f) if Lessor shall have sold any Unit pursuant to
paragraph (c) above, Lessor, in lieu of exercising its rights under paragraph
(e) above with respect to such Unit may, if it shall so elect, demand that
Lessee pay to Lessor, and Lessee shall pay to Lessor, as liquidated damages for
loss of a bargain and not as a penalty (in lieu of the Basic Rent for such Unit
due subsequent to the Rent Payment Date next preceding such sale), any accrued
and unpaid Rent for such Unit as of the date of such sale (Basic Rent for this
purpose accruing at a per diem rate equal to the semiannual amount due on the
next following Rent Payment Date divided by 180) and, if that date is a Rent
Payment Date, the Basic Rent due on that date (exclusive of any in advance
Basic Rent due on such date), plus the amount, if any, by which the Stipulated
Loss Value of such Unit computed as of the Rent Payment Date next preceding the
date of such sale or, if such sale occurs on a Rent Payment Date, then computed
as of such Rent Payment Date, exceeds the net proceeds of such sale, plus
interest on such amounts from the date of such sale to the date of payment at
the Late Rate; and

(g) Lessor may terminate the leasing of any or all Units
under this Lease or may exercise any other right or remedy that may be
available to it under applicable law.

In addition, Lessee shall be liable, except as otherwise
provided above, for any and all unpaid Rent due hereunder before or during the
exercise of any of the foregoing remedies (exclusive of any in advance Basic
Rent due on such date), and for legal fees and other costs and expenses
incurred by reason of the occurrence of any Lease Event of Default or the

31
<PAGE> 37

exercise of Lessor's remedies with respect thereto, including without
limitation the repayment in full of any costs and expenses necessary to be
expended in repairing any Unit in order to cause it to be in compliance with
all maintenance and regulatory standards imposed by this Lease.

Section 15.2 Cumulative Remedies. The remedies in this Lease
provided in favor of Lessor shall not be deemed exclusive, but shall be
cumulative and shall be in addition to all other remedies in its favor existing
at law or in equity. Lessee hereby waives any mandatory requirements of law,
now or hereafter in effect, which might limit or modify any of the remedies
herein provided, to the extent that such waiver is permitted by law. Lessee
hereby waives any and all existing or future claims of any right to assert any
offset or counterclaim against the Rent payments due hereunder, and agrees to
make the rent payments regardless of any offset or counterclaim or claim which
may be asserted by Lessee on its behalf in connection with the lease of the
Equipment. To the extent permitted by applicable law, Lessee hereby waives any
rights now or hereafter conferred by statute or otherwise that may require
Lessor to sell, lease or otherwise use the Equipment in mitigation of Lessor's
damages as set forth in Section 15.1 or that may otherwise limit or modify any
of Lessor's rights and remedies provided in this Section 15.

Section 15.3 No Waiver. No delay or omission to exercise any
right, power or remedy accruing to Lessor upon any breach or default by Lessee
under this Lease shall impair any such right, power or remedy of Lessor, nor
shall any such delay or omission be construed as a waiver of any breach or
default, or of any similar breach or default hereafter occurring; nor shall any
waiver of a single breach or default be deemed a waiver of any subsequent
breach or default.

Section 15.4 Notice of Lease Default. Lessee agrees to
furnish to Lessor, Owner Participant and the Indenture Trustee, promptly upon
any officer acquiring actual knowledge of any condition which constituted or
constitutes a Lease Default under this Lease, written notice specifying such
condition and the nature and status thereof.

Section 15.5 Lessee's Duty to Furnish Information with
Respect to Subleases. Upon the occurrence of a Lease Event of Default pursuant
to Section 14(a), (b), (g) or (h), Lessor may request that Lessee deliver to
Lessor, and upon such request Lessee agrees that it will promptly provide to
Lessor, a detailed list of all Units that are then being subleased by Lessee,
the identity of the sublessees with respect to such Units, the identity of an
employee or other agent of each such sublessee with whom Lessee regularly
communicates with in respect of such Units and the most recent known location
of such Units.

Section 15.6 Lessee's Duty to Return Equipment Upon Default.
If Lessor or any assignee of Lessor shall terminate the leasing of any or all
Units pursuant to this Section 15 and shall have provided to Lessee the written
demand specified in Section 15.1(b) with respect to

32
<PAGE> 38

such Units, Lessee shall forthwith deliver possession of such Units to Lessor
(except where Lessor has received all amounts payable by Lessee pursuant to any
notice provided by Lessor under Section 15.1(e)(iii)). For the purpose of
delivering possession of any Unit to Lessor as above required, Lessee shall at
its own cost, expense and risk (except as hereinafter stated):

(a) Forthwith place such Equipment upon such storage
tracks of Lessee or any of its Affiliates or, at the expense of Lessee, on any
other storage tracks, as Lessor may designate or, in the absence of such
designation, as Lessee may select;

(b) permit Lessor to store such Equipment on such tracks
without charge for insurance, rent or storage until such Equipment has been
sold, leased or otherwise disposed of by Lessor and during such period of
storage Lessee shall continue to maintain all insurance required by Section
12.1 hereof; and

(c) transport the Equipment to any place on any lines of
railroad or to any connection carrier for shipment, all as Lessor may direct in
writing.

All Equipment returned shall be in the condition required by Section 6.2
hereof.

All amounts earned in respect of the Equipment after the date
of termination of this Lease pursuant to this Section 15, but not exceeding
amounts actually received therefor, shall be paid to Lessor or, so long as the
Indenture shall not have been discharged pursuant to its terms, the Indenture
Trustee, and, if received by Lessee, shall be promptly turned over to Lessor or
the Indenture Trustee as aforesaid. In the event any Unit is not assembled,
delivered and stored as hereinabove provided within 15 days after the
termination of the leasing of such Unit pursuant to Section 15, Lessee shall,
in addition, pay to Lessor or the Indenture Trustee as aforesaid as liquidated
damages and not as a penalty, for each day thereafter an amount equal to the
amount, if any, by which the higher of (i) an amount equal to 110% of the daily
equivalent of the Basic Rent in effect immediately prior to the expiration of
the Lease for such Unit and (ii) 125% of the Fair Market Rental Value for such
Unit for each such day exceeds the amount, if any, received by Lessor or the
Indenture Trustee as aforesaid (either directly or from Lessee) for such day
for such Unit pursuant to the preceding sentence.

Section 15.7 Specific Performance; Lessor Appointed Lessee's
Agent. The assembling, delivery, storage and transporting of the Equipment as
provided in Section 15.6 are of the essence of this Lease and, upon application
to any court of equity having jurisdiction in the premises, Lessor shall be
entitled to a decree against Lessee requiring specific performance of the
covenants of Lessee so to assemble, deliver, store and transport the Equipment.
Without in any way limiting the obligation of Lessee under the provisions of
Section 15.6, Lessee hereby irrevocably appoints Lessor as the agent and
attorney of Lessee, with full power and authority, at any time while Lessee is
obligated to deliver possession of any Units to Lessor pursuant to

33
<PAGE> 39

this Section 15, to demand and take possession of such Unit in the name and on
behalf of Lessee from whosoever shall be at the time in possession of such
Unit.

SECTION 16. FILINGS; FURTHER ASSURANCES.

Section 16.1 Filings. This Lease or a counterpart or copy
hereof or evidence hereof may be filed or recorded in any public office as may
be necessary or appropriate to protect the interest of Lessor, Owner
Participant or the Indenture Trustee herein or in the Units. On or prior to
(a) the Initial Closing Date and the Subsequent Closing Date, as the case may
be, Lessee will (a) cause this Lease, the Lease Supplements dated the Initial
Closing Date or the Subsequent Closing Date, as the case may be, the Indenture
and the Indenture Supplements dated the Initial Closing Date or the Subsequent
Closing Date, as the case may be, to be (i) duly filed and recorded with the
ICC in accordance with 49 U.S.C. Section 11303, and (ii) deposited with the
Registrar General of Canada pursuant to Section 90 of the Railway Act of Canada
(and all necessary actions shall have been taken for publication of such
deposit in The Canada Gazette in accordance with said Section 90), and (b)
cause notice of the security interests created in this Lease, the Lease
Supplements dated the Initial Closing Date or the Subsequent Closing Date, as
the case may be, the Indenture and the Indenture Supplements dated the Initial
Closing Date or the Subsequent Closing Date, as the case may be, to be filed in
the appropriate offices in the Canadian provinces of Ontario, Manitoba,
Saskatchewan, Alberta, British Columbia, Quebec and New Brunswick, and (c)
furnish Lessor, the Indenture Trustee and Owner Participant proof thereof.

Section 16.2 Further Assurances. Lessee will duly execute
and deliver to Lessor such further documents and assurances and take such
further action as Lessor may from time to time reasonably request or as may be
required by applicable law or regulation in order to effectively carry out the
intent and purpose of this Lease and to establish and protect the rights and
remedies created or intended to be created in favor of Lessor, Owner
Participant and the Indenture Trustee hereunder, including, without limitation,
the execution and delivery of supplements or amendments hereto, in recordable
form, subjecting to this Lease any Replacement Unit and the recording or filing
of counterparts hereof or thereof in accordance with the laws of such
jurisdiction as Lessor may from time to time deem advisable; provided, however
that Lessee shall not be required to make any recording or filing in any
province in Canada (or any political subdivision thereof) or in Mexico (or any
political subdivision thereof) in respect of a Replacement Unit if (a) Lessee
in good faith (as evidenced by an Officer's Certificate to such effect) deems
such action unduly burdensome and (b) after giving effect to the failure to
take such action, Lessee has taken all action required by law so as to perfect
and protect the right, title and interests of Owner Trustee and Owner
Participant in the Trust Estate and of the Indenture Trustee in the Indenture
Estate in respect of Units having a Stipulated Loss Value of not less than 90%
of the aggregate Stipulated Loss Value of the Equipment.

34
<PAGE> 40

Section 16.3 Other Filings. If, at any time during the Lease
Term, Mexico, or one or more states in Mexico, or the Canadian province of Nova
Scotia or the Canadian territory of the Northwest Territories, establishes a
state or provincial system for filing and perfecting the security and/or
ownership interests of entities such as Lessor and/or the Indenture Trustee,
Lessee shall cause any of the Operative Agreements required under such system
to be recorded thereunder and shall cause all other filings and recordings and
all such other action required under such system to be effected and taken, in
order to perfect and protect the respective right, title and interests of
Lessor, Owner Participant and the Indenture Trustee. Notwithstanding anything
contained herein to the contrary, Lessee's obligations in this Section 16.3
shall be subject in all respects to the provisions of Section 16.2.

Section 16.4 Expenses. Except as provided in Section 2.5(a)
of the Participation Agreement, Lessee will pay all costs, charges and expenses
(including reasonable attorneys fees) incident to any such filing, refiling,
recording and rerecording or depositing and re-depositing of any such
instruments or incident to the taking of such action.

SECTION 17. LESSOR'S RIGHT TO PERFORM.

If Lessee fails to make any payment required to be made by it
hereunder or fails to perform or comply with any of its other agreements
contained herein, Lessor may itself make such payment or perform or comply with
such agreement, after giving not less than five Business Days' prior notice
thereof to Lessee (except in the event that an Indenture Default resulting from
a Lease Default or a Lease Event of Default shall have occurred and be
continuing, in which event Lessor may effect such payment, performance or
compliance to the extent necessary to cure such Indenture Default with notice
given concurrently with such payment, performance or compliance), but shall not
be obligated hereunder to do so, and the amount of such payment and of the
reasonable expenses of Lessor incurred in connection with such payment or the
performance of or compliance with such agreement, as the case may be, together
with interest thereon at the Late Rate from such date of payment, to the extent
permitted by applicable law, shall be deemed to be Supplemental Rent, payable
by Lessee to Lessor on demand.

SECTION 18. ASSIGNMENT.

Section 18.1 Assignment by Lessor. Lessee and Lessor hereby
confirm that concurrently with the execution and delivery of this Lease, Lessor
has executed and delivered to the Indenture Trustee the Indenture, which
assigns as collateral security and grants a security interest in favor of the
Indenture Trustee in, to and under this Lease and certain of the Rent payable
hereunder (excluding Excepted Property), all as more explicitly set forth in
the Indenture. Lessor agrees that it shall not otherwise assign or convey its
right, title and interest in and to this Lease, the Equipment or any Unit,
except as expressly permitted by and subject to the provisions of the
Participation Agreement, the Trust Agreement and the Indenture.

35
<PAGE> 41

Section 18.2 Assignment by Lessee. Except as otherwise
provided in Section 8.3 or in the case of any requisition for use by any
governmental authority or any agency or instrumentality thereof referred to in
Section 11.5, Lessee will not, without the prior written consent of Lessor and
the Indenture Trustee, assign any of its rights hereunder, except as provided
herein and in the Participation Agreement; provided that Lessee may assign its
rights and/or obligations hereunder to any corporation in accordance with the
provisions of Section 6.8 of the Participation Agreement or to any corporation
which is an Affiliate of Lessee, provided that in the case of an assignment to
an Affiliate, (a) Lessor shall have received an instrument or instruments
reasonably satisfactory to it, Owner Participant and the Indenture Trustee
under which such Affiliate assumes the obligations of Lessee hereunder, and (b)
Lessee irrevocably and unconditionally guarantees, pursuant to an agreement in
form and substance reasonably satisfactory to Lessor, Owner Participant and the
Indenture Trustee, such assignee's performance of all of such obligations as
primary obligor and not as a surety.

Section 18.3 Sublessee's Performance and Rights. Any
obligation imposed on Lessee in this Lease shall require only that Lessee
perform or cause to be performed such obligation, even if stated herein as a
direct obligation, and the performance of any such obligation by any permitted
assignee, sublessee or transferee under an assignment, sublease or transfer
agreement then in effect and permitted by the terms of this Lease shall
constitute performance by Lessee and discharge such obligation by Lessee.
Except as otherwise expressly provided herein, any right granted to Lessee in
this Lease shall grant Lessee the right to (a) exercise such right or permit
such right to be exercised by any such assignee or transferee, or (b) in
Lessee's capacity as sublessor pursuant to any sublease permitted pursuant to
Section 8.3 hereof, permit any sublessee to exercise substantially equivalent
rights under any such sublease as are granted to Lessee under this Lease;
provided, however, that Lessee's right to terminate this Lease pursuant to
Sections 10 and 11 and Lessee's purchase and renewal options set forth in
Section 22 may be exercised only by Lessee itself or by any assignee or
transferee of, or successor to, Lessee in a transaction permitted by Section
6.8 of the Participation Agreement; provided, further, that nothing in this
Section 18.3 shall or shall be deemed to (i) create any privity of contract
between any such sublessee, on the one hand, and any of Lessor, Owner
Participant or any subsequent transferee or Affiliate of any such Person, on
the other hand, (ii) create any duty or other liability of any nature
whatsoever on the part of any of Lessor, Owner Participant or any subsequent
transferee or Affiliate of any such Person, to any such sublessee or any
Affiliate thereof, or (iii) modify or waive any term or provision of Section
8.3 hereof, which Section 8.3 shall control if any conflict arises between any
of the provisions thereof and this Section 18.3. The inclusion of specific
references to obligations or rights of any such assignee, sublessee or
transferee in certain provisions of this Lease shall not in any way prevent or
diminish the application of the provisions of the two sentences immediately
preceding with respect to obligations or rights in respect of which specific
reference to any such assignee, sublessee or transferee has not been made in
this Lease.

36
<PAGE> 42

SECTION 19. NET LEASE, ETC.

This Lease is a net lease and Lessee's obligation to pay all
Rent payable hereunder shall, subject to Section 3.5, be absolute,
unconditional and irrevocable and shall not be affected by any circumstance of
any character including, without limitation, (a) any set-off, abatement,
counterclaim, suspension, recoupment, reduction, rescission, defense or other
right that Lessee may have (other than pursuant to Section 3.5 hereof) against
Lessor, Owner Participant, the Indenture Trustee or any holder of an Equipment
Note or Pass Through Certificate, any vendor or manufacturer of any Unit, or
any other Person for any reason whatsoever, (b) any defect in or failure of
title, merchantability, condition, design, compliance with specifications,
operation or fitness for use of all or any part of any Unit, (c) any damage to,
or removal, abandonment, requisition, taking, condemnation, loss, theft or
destruction of all or any part of any Unit or any interference, interruption,
restriction, curtailment or cessation in the use or possession of any Unit by
Lessee or any other Person for any reason whatsoever or of whatever duration,
(d) any insolvency, bankruptcy, reorganization or similar proceeding by or
against Lessee, Lessor, Owner Participant, the Indenture Trustee, any holder of
an Equipment Note or Pass Through Certificate or any other Person, (e) the
invalidity, illegality or unenforceability of this Lease, any other Operative
Agreement, or any other instrument referred to herein or therein or any other
infirmity herein or therein or any lack of right, power or authority of Lessee,
Lessor, Owner Participant, the Indenture Trustee, any holder of an Equipment
Note or Pass Through Certificate or any other Person to enter into this Lease
or any other Operative Agreement or to perform the obligations hereunder or
thereunder or consummate the transactions contemplated hereby or thereby or any
doctrine of force majeure, impossibility, frustration or failure of
consideration, (f) the breach or failure of any warranty or representation made
in this Lease or any other Operative Agreement by Lessee, Lessor, Owner
Participant, the Indenture Trustee, any holder of an Equipment Note or Pass
Through Certificate or any other Person, (g) the requisitioning, seizure or
other taking of title to or use of such Unit by any government or governmental
authority or otherwise, whether or not by reason of any act or omission of
Lessor, Lessee or the Indenture Trustee, or any other deprivation or limitation
of use of such Unit in any respect or for any length of time, whether or not
resulting from accident and whether or not without fault on the part of Lessee,
or (h) any other circumstance or happening whatsoever, whether or not similar
to any of the foregoing, any present or future law to the contrary
notwithstanding to the extent permitted by applicable law. To the extent
permitted by applicable law, Lessee hereby waives any and all rights which it
may now have or which at any time hereafter may be conferred upon it, by
statute or otherwise, to terminate, cancel, quit or surrender this Lease with
respect to any Unit, except in accordance with the express terms hereof. If
for any reason whatsoever this Lease shall be terminated in whole or in part by
operation of law or otherwise, except as specifically provided herein, Lessee
nonetheless agrees, subject to Section 3.5, to the maximum extent permitted by
law, to pay to Lessor or to the Indenture Trustee, as the case may be, an
amount equal to each installment of Basic Rent and all Supplemental Rent due
and owing, at the time such payment would have become due and payable in
accordance with the terms hereof had this Lease not been terminated in whole or
in

37
<PAGE> 43

part. Each payment of Rent made by Lessee hereunder shall be final and Lessee
shall not seek or have any right to recover all or any part of such payment
from Lessor or any Person for any reason whatsoever. Nothing contained herein
shall be construed to waive any claim which Lessee might have under any of the
Operative Agreements or otherwise or to limit the right of Lessee to make any
claim it might have against Lessor or any other Person or to pursue such claim
in such manner as Lessee shall deem appropriate, except in the manners
precluded by this Section 19.

SECTION 20. NOTICES.

Unless otherwise expressly specified or permitted by the terms
hereof, all communications and notices provided for herein shall be in writing
or by facsimile capable of creating a written record, and any such notice shall
become effective (a) upon personal delivery thereof, including, without
limitation, by overnight mail or courier service, (b) in the case of notice by
United States mail, certified or registered, postage prepaid, return receipt
requested, upon receipt thereof, or (c) in the case of notice by such
facsimile, upon confirmation of receipt thereof, provided such transmission is
promptly further confirmed in writing by either of the methods set forth in
clause (a) or (b), in each case addressed to the following Person at its
respective address set forth below or at such other address as such Person may
from time to time designate by written notice to the other Persons listed
below:

If to Lessor:
-----------------------------------

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

Attention:
------------------------
Fax No.: ( )
--- -----------
Confirmation No.: ( )
--- -----------
With copies to Owner Participant.

If to Owner Participant:
-----------------------------------

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

Attention:
-----------------------
Fax No.: ( )
--- ------------
Confirmation No.: ( )
--- ----------

38
<PAGE> 44

If to the Indenture Trustee:
-----------------------------------

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

Attention:
-----------------------

Fax No.: ( )
--- -----------

Confirmation No.: ( )
--- ----------

If to Lessee: Union Tank Car Company
225 West Washington Street, 19th Floor
Chicago, Illinois 60606
Attention: General Counsel and Secretary
(UTC Trust No. 1995-A) (L-13__)
Fax No.: (312) 845-5305
Confirmation No.: (312) 372-9500

SECTION 21. CONCERNING THE INDENTURE TRUSTEE.

Section 21.1 Limitation of the Indenture Trustee's
Liabilities. Notwithstanding any provision herein or in any of the Operative
Agreements to the contrary, the Indenture Trustee's obligation to take or
refrain from taking any actions, or to use its discretion (including, but not
limited to, the giving or withholding of consent or approval and the exercise
of any rights or remedies under such Operative Agreements), and any liability
therefor, shall, in addition to any other limitations provided herein or in the
other Operative Agreements, be limited by the provisions of the Indenture,
including, but not limited to, Article VI thereof.

Section 21.2 Right, Title and Interest of the Indenture
Trustee Under Lease. It is understood and agreed that the right, title and
interest of the Indenture Trustee in, to and under this Lease and the Rent due
and to become due hereunder shall by the express terms granting and conveying
the same be subject to the interest of Lessee in and to the Equipment.

SECTION 22. PURCHASE OPTIONS; RENEWAL OPTIONS.

Section 22.1 Early Purchase Option. (a) Provided that no
Lease Event of Default shall have occurred and be continuing either at the
time of the notice described below or on the Early Purchase Date (unless
Lessor shall have waived such Lease Event of Default solely for the purpose of
this Section 22.1) and Lessee shall have duly given the notice required by the
next succeeding sentence, Lessee shall have the right and, upon the giving of
such notice, the obligation to purchase any or all of the Units then leased
hereunder (as specified in such notice) on the Early Purchase Date; provided
that if Lessee elects to purchase some but less than all of the Units in any
Equipment Group the determination as to which Units are to be purchased

39
<PAGE> 45

shall be made on a random or other reasonable basis (including, without
limitation, on the basis of car type) without discrimination based on
maintenance status or operating condition of the Units in question and such
notice shall describe such manner in which Lessee proposes to determine the
Units in such Equipment Group which will be purchased. Lessee shall give
Lessor, the Indenture Trustee and the Pass Through Trustee written notice not
less than 90 days prior to the Early Purchase Date of its election to exercise
the purchase option provided for in this Section 22.1, which notice shall be
irrevocable.

(b) If Lessee elects to exercise the purchase option
provided for in this Section 22.1 with respect to any Units, Lessee shall, as
the purchase price therefor, in the sole discretion of Lessee, either (i) pay
the Early Purchase Price of such Units, together with all other amounts due and
owing by Lessee under the Operative Agreements with respect to such Units,
including, without limitation, all unpaid Basic Rent therefor due and payable
on or prior to the Early Purchase Date (exclusive of any in advance Basic Rent
due on such date) and any Make-Whole Amount with respect to the Equipment Notes
then being prepaid, payable at the place of payment specified in Section 3.6
hereof in immediately available funds, or (ii) pay to Owner Trustee an amount
equal to the difference between the Early Purchase Price and the outstanding
principal amount as of the Early Purchase Date of (A) related Equipment Notes
or (B) the indebtedness incurred to repay the related Equipment Notes on the
Mandatory Refinancing Date (the "Refinancing Debt"), together with all other
amounts due and owing by Lessee under the Operative Agreements with respect to
such Units, including, without limitation, all unpaid Basic Rent therefor due
and payable on or prior to the Early Purchase Date (exclusive of any in advance
Basic Rent due on such date) and assume, on a full recourse basis, and agree to
indemnify Lessor against, all of Lessor's obligations in respect of the related
Equipment Notes or the Refinancing Debt, as the case may be; provided, that,
following such assumption, the purchased Units shall remain subject to the Lien
of the related Indenture. Lessee will make the payments required by the
foregoing clause (i) or make the payments and assume the related Equipment
Notes or the Refinancing Debt as provided in the foregoing clause (ii) on the
Early Purchase Date in the manner specified in Section 3.6 hereof against
delivery of a Bill of Sale transferring and assigning to Lessee all right,
title and interest of Lessor in and to such Units on an "as-is" "where-is"
basis and containing a warranty against Lessor's Liens; provided, however, that
Lessee shall have the option of specifying in such notice under this Section
22.1 its election to defer payment of the Deferred Portion of the Early
Purchase Price, which shall be paid in four (4) installments on the Quarterly
Dates occurring in the 12 months immediately following the Early Purchase Date,
which Deferred Portion (A) may be prepaid by Lessee at any time in whole and
(B) will be secured, at the option of Lessee, by (1) a first lien on the
purchased Units (but only if no Equipment Notes or Refinancing Debt relating to
such Units are outstanding), (2) a letter of credit in favor of Lessor in a
form, and issued by a financial institution, reasonably acceptable to Lessor,
or (3) such other collateral as may be mutually acceptable to Lessee and
Lessor; and provided, further, that, unless Lessee assumes Lessor's obligations
in respect of the related Equipment Notes or Refinancing Debt, the portion of
the Early Purchase Price payable by Lessee on the Early Purchase Date, together
with other amounts

40
<PAGE> 46

of Supplemental Rent paid by Lessee on such date will be under any
circumstances and in any event, at least sufficient to pay in full, as of the
date of payment thereof, the aggregate unpaid principal of, the Make Whole
Amount, if any, and all unpaid interest on the Equipment Notes issued in
respect of such Units and all other amounts owed by Lessee under the Operative
Agreements with respect to such Units. Lessor shall not be required to make
any other representation or warranty as to the condition of such Units or any
other matters, and may specifically disclaim any such representations or
warranties. In the event of any such purchase and receipt by Lessor and the
Indenture Trustee of all of the amounts provided in this Section 22.1, the
obligation of Lessee to pay Basic Rent hereunder for such Units shall cease and
the Lease Term for such Units shall end.

Section 22.2 Election to Retain or Return Equipment at End
of Basic or Renewal Term. Not less than 120 days prior to the end of the Basic
Term, the end of any Fixed Rate Renewal Term or the end of any Fair Market
Renewal Term (as the latter two terms are defined in Section 22.4), Lessee
shall give Lessor irrevocable written notice of its decision to return or
retain any or all of the Units at the end of the Basic Term or such Renewal
Term; provided that if Lessee elects to retain less than all of the Units in an
Equipment Group, the determination as to which Units are to be retained shall
be made on a random or other reasonable basis (including, without limitation,
on the basis of car type) without discrimination based on maintenance status or
operating condition of the Units in question, and Lessee shall describe in such
notice such manner in which it proposes to determine the Units in such
Equipment Group which will be retained. If Lessee elects to retain some or all
of the Units, Lessee shall comply with Section 22.3 and/or 22.4 hereof, as it
may elect in accordance with the provisions thereof including the notice
requirements stated therein. If Lessee fails to give the 120 days' notice
required by this Section 22.2, Lessee shall be deemed to have irrevocably
elected to return the Units at the end of the Basic Term or the applicable
Renewal Term, as the case may be, in accordance with Section 6.

Section 22.3 Purchase Options. Provided that no Lease
Event of Default shall have occurred and be continuing either at the time of
notice or the expiration of the Lease Term (unless Lessor shall have waived
such Lease Event of Default solely for the purpose of this Section 22.3) and
Lessee shall have duly given the notice required by Section 22.2 and by the
next succeeding sentence of this Section 22.3, Lessee shall have the right and,
upon the giving of such notice under this Section 22.3, the obligation to
purchase any or all of the Units (as specified in such notice) (a) at the
expiration of the Basic Term at a price equal to the Basic Term Purchase Price
of such Units; (b) on March __, 2018 (the "Outside Date") at a price equal to
the Outside Date Purchase Price of such Units; provided that with respect to
such Units Lessee shall have renewed this Lease through the Outside Date on one
or more occasions pursuant to Section 22.4(a) or (b); or (c) at the expiration
of the Basic Term or any Renewal Term at a price equal to the Fair Market Sales
Value of such Units. Lessee shall give Lessor written notice not less than 90
days prior to the end of the Basic Term, the Outside Date, the Fixed Rate
Renewal Term or the Fair Market Renewal Term, as the case may be, of its
election

41
<PAGE> 47

to exercise the purchase option provided for in this Section 22.3, which notice
shall be irrevocable. Payment of the purchase price, together with all other
amounts due and owing by Lessee under the Operative Agreements, shall be made
at the place of payment specified in Section 3.6 hereof in immediately
available funds against delivery of a Bill of Sale transferring and assigning
to Lessee all right, title and interest of Lessor in and to such Units on an
"as-is" "where-is" basis and containing a warranty against Lessor's Liens.
Lessor shall not be required to make any other representation or warranty as to
the condition of such Units or any other matters, and may specifically disclaim
any such representations or warranties.

Section 22.4 Renewal Options. Provided that no Lease
Event of Default shall have occurred and be continuing either at the time of
notice or the expiration of the Lease Term (unless Lessor shall have waived
such Lease Event of Default solely for the purpose of this Section 22.4) and
Lessee shall have duly given the notice required by Section 22.2, Lessee shall
have the right and, upon the giving of a notice under this Section 22.4 as
below provided, the obligation to lease pursuant to this Lease any or all of
the Units at the expiration of the Basic Term or any applicable Renewal Term
which Lessee has not elected to purchase pursuant to Section 22.3, which
obligation may be fulfilled by Lessee electing to renew this Lease under either
of the following Section 22.4(a) or (b):

(a) Fixed Rate. Lessee may give Lessor written notice
not less than 90 days prior to the end of the Basic Term (or, in the
circumstances described in the third sentence of this Section 22.4(a), the then
Fixed Rate Renewal Term) that Lessee elects to renew this Lease under this
Section 22.4(a) with respect to any or all of the Units then leased hereunder,
which notice shall be irrevocable. The foregoing notice from Lessee shall
specify the term (the "Fixed Rate Renewal Term") that Lessee selects for its
initial renewal under this Section 22.4(a), which shall be for one or more
years as Lessee shall select; provided that such Fixed Rate Renewal Term in no
event shall extend beyond the Outside Date. If Lessee selects a Fixed Rate
Renewal Term such that the period following such term until the Outside Date is
at least one year, then Lessee may elect one or more further renewals of one or
more years pursuant to this Section 22.4(a) so long as no such term extends
beyond the Outside Date. The Basic Rent for each Unit during any Fixed Rate
Renewal Term shall be 50% of the average of the semiannual Basic Rent
installments payable hereunder for such Unit during the Basic Term, payable
semiannually in arrears. Each Fixed Rate Renewal Term shall commence
immediately upon the expiration of the Basic Term or the preceding Fixed Rate
Renewal Term, as the case may be.

(b) Fair Market. Lessee may give Lessor written notice
not less than 90 days prior to the end of the Basic Term, a Fixed Rate Renewal
Term or a Fair Market Renewal Term (subject to the limitations otherwise
provided in this Section 22.4(b)), regardless of whether Lessee is then
entitled to renew this Lease for a Fixed Rate Renewal Term, that Lessee elects
to renew this Lease under this Section 22.4(b) with respect to any or all of
the Units then leased hereunder for a term of one or more years as Lessee shall
specify in such notice (the "Fair Market Renewal Term"), which notice shall be
irrevocable. The Basic Rent for the Units leased

42
<PAGE> 48

during the Fair Market Renewal Term shall be the Fair Market Rental Value
thereof, payable semiannually in arrears. The Fair Market Renewal Term shall
commence immediately upon the expiration of the Base Term or the preceding
Fixed Rate Renewal Term or Fair Market Renewal Term, as the case may be.

Section 22.5 Appraisal. Promptly following Lessee's
written notice pursuant to Section 22.2 of its election to retain any Units at
the end of the Basic Term or a Renewal Term, as the case may be, Lessor and
Lessee shall determine the useful life (based on the actual condition of a
reasonable sampling of such Units), Fair Market Sales Value and Fair Market
Rental Value of the Units to be retained, in each case assuming the Units are
in the condition required by this Lease.

Section 22.6 Stipulated Loss Value and Termination Value
During Renewal Term. All of the provisions of this Lease, other than Section
10, shall be applicable during any renewal term for such Units, except as
specified in the next sentence. During any Renewal Term, the Stipulated Loss
Value and Termination Value of any Unit shall be determined on the basis of the
Fair Market Sales Value of such Unit as of the first day of such Renewal Term,
reduced in equal monthly increments to the Fair Market Sales Value of such Unit
as of the last day of such Renewal Term; provided that in no event during any
Fixed Rate Renewal Term shall the Stipulated Loss Value and Termination Value
of any Unit be less than 20% of the Equipment Cost of such Unit.

SECTION 23. LIMITATION OF LESSOR'S LIABILITY.

It is expressly agreed and understood that all
representations, warranties and undertakings of Lessor hereunder (except as
expressly provided herein) shall be binding upon Lessor only in its capacity as
Owner Trustee under the Trust Agreement and in no case shall
_____________________________________ be personally liable for or on account of
any statements, representations, warranties, covenants or obligations stated to
be those of Lessor hereunder, except that Lessor (or any successor Owner
Trustee) shall be personally liable for its gross negligence or wilful
misconduct and for its breach of its covenants, representations and warranties
contained herein to the extent covenanted or made in its individual capacity.

SECTION 24. INVESTMENT OF SECURITY FUNDS.

Any moneys received by Lessor or the Indenture Trustee
pursuant to Section 12.2 which are required to be paid to Lessee after
completion of repairs to be made pursuant to Section 12.2 or pursuant to
Section 11.2, as the case may be, until paid to Lessee as provided in Section
11.4(a), 11.5 or 12.2 or the curing of Lease Default or a Lease Event of
Default or otherwise applied as provided herein or in the Trust Agreement and
Indenture, shall be invested at the risk and expense of Lessee in Specified
Investments by Lessor (unless the Indenture shall not have been discharged, in
which case, by the Indenture Trustee as provided in Section 6.04(b)

43
<PAGE> 49

of the Indenture) from time to time as directed by telephone (and confirmed
promptly thereafter in writing) by Lessee if such investments are reasonably
available for purchase. There shall be promptly remitted to Lessee, so long as
no Lease Default relating to Section 14(a), (b), (g) or (h) or Lease Event of
Default shall have occurred and be continuing, any gain (including interest
received) realized as the result of any such investment (net of any fees,
commissions and other expenses, if any, incurred in connection with such
investment) and Lessee will promptly pay to Lessor or the Indenture Trustee, as
the case may be, on demand, the amount of any loss realized as the result of
any such investment (together with any fees, commissions and other expenses, if
any, incurred in connection with such investment), such amount to be disposed
of in accordance with the terms of the Trust Agreement and the Indenture. If a
Lease Event of Default shall have occurred and be continuing, any moneys held
pursuant to this Section 25, and any gain from the investment thereof, may be
applied to Lessee's obligations hereunder.

SECTION 25. MISCELLANEOUS.

Section 25.1 Governing Law; Severability. This Lease, and
any extensions, amendments, modifications, renewals or supplements hereto shall
be governed by and construed in accordance with the internal laws and decisions
of the State of _____________; provided, however, that the parties shall be
entitled to all rights conferred by any applicable Federal statute, rule or
regulation. Whenever possible, each provision of this Lease shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Lease shall be prohibited by or invalid under the
laws of any jurisdiction, such provision, as to such jurisdiction, shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Lease in any other jurisdiction.

Section 25.2 Execution in Counterparts. This Lease may be
executed in any number of counterparts, each executed counterpart constituting
an original and in each case such counterparts shall constitute but one and the
same instrument; provided, however, that to the extent that this Lease
constitutes chattel paper (as such term is defined in the Uniform Commercial
Code) no security interest in this Lease may be created through the transfer or
possession of any counterpart hereof other than the counterpart bearing the
receipt therefor executed by the Indenture Trustee on the signature page
hereof, which counterpart shall constitute the only "original" hereof for
purposes of the Uniform Commercial Code.

Section 25.3 Headings and Table of Contents; Section
References. The headings of the sections of this Lease and the Table of
Contents are inserted for purposes of convenience only and shall not be
construed to affect the meaning or construction of any of the provisions
hereof. All references herein to numbered sections, unless otherwise
indicated, are to sections of this Lease.

44
<PAGE> 50

Section 25.4 Successors and Assigns. This Lease shall be
binding upon and shall inure to the benefit of, and shall be enforceable by,
the parties hereto and their respective permitted successors and assigns.

Section 25.5 True Lease. It is the intent of the parties
to this Lease that it will be a true lease and not a "conditional sale," and
that Lessor shall at all times be considered to be the owner of each Unit which
is the subject of this Lease for the purposes of all Federal, state, city and
local income taxes or for franchise taxes measured by income, and that this
Lease conveys to Lessee no right, title or interest in any Unit except as
lessee. Nothing contained in this Section 25.5 shall be construed to limit
Lessee's use or operation of any Unit or constitute a representation, warranty
or covenant by Lessee as to tax consequences.

Section 25.6 Amendments and Waivers. No term, covenant,
agreement or condition of this Lease may be terminated, amended or compliance
therewith waived (either generally or in a particular instance, retroactively
or prospectively) except by an instrument or instruments in writing executed by
each party hereto and except as may be permitted by the terms of the Indenture.

Section 25.7 Survival. All warranties, representations,
indemnities and covenants made by either party hereto, herein or in any
certificate or other instrument delivered by such party or on the behalf of any
such party under this Lease, shall be considered to have been relied upon by
the other party hereto and shall survive the consummation of the transactions
contemplated hereby on the Initial Closing Date and the Subsequent Closing Date
regardless of any investigation made by either such party or on behalf of
either such party, and to the extent having accrued and not been paid or
relating to or otherwise arising in connection with the transactions
contemplated by the Operative Agreements during the Lease Term, shall survive
the expiration or other termination of this Lease or any other Operative
Agreement.

Section 25.8 Business Days. If any payment is to be made
hereunder or any action is to be taken hereunder on any date that is not a
Business Day, such payment or action otherwise required to be made or taken on
such date shall be made or taken on the immediately succeeding Business Day
with the same force and effect as if made or taken on such scheduled date and
as to any payment (provided any such payment is made on such succeeding
Business Day) no interest shall accrue on the amount of such payment from and
after such scheduled date to the time of such payment on such next succeeding
Business Day.

Section 25.9 Directly or Indirectly. Where any provision
in this Lease refers to action to be taken by any Person, or which such Person
is prohibited from taking, such provision shall be applicable whether such
action is taken directly or indirectly by such Person.

Section 25.10 Incorporation by Reference. The payment
obligations set forth in Sections 7.1 and 7.2 of the Participation Agreement
are hereby incorporated by reference.

45
<PAGE> 51

Section 25.11 Lessee's Right of Quiet Enjoyment. So long as
no Lease Event of Default has occurred and is continuing, Lessor shall not
take, or cause to be taken, any action contrary to Lessee's rights under this
Lease, including, without limitation, the right to possession and use by Lessee
or any permitted sublessee of the Equipment.

Section 25.12 Entire Agreement. This Lease, together with
the schedules, exhibits and documents delivered hereunder, and the other
Operative Agreements contain the entire agreement between the parties with
respect to the subject matter covered herein and therein, and supersede all
prior agreements (oral or written), negotiations and discussions between the
parties relating thereto.

IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease
to be duly executed and delivered on the day and year first above written.

Lessor:

,
----------------------------------------------
not in its individual capacity except as otherwise
expressly provided but solely as Owner Trustee

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

Lessee:

Union Tank Car Company

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

46
<PAGE> 52

State of )
) SS
County of )

On this ____ day of September, 1995, before me personally appeared
______________, to me personally known, who being by me duly sworn, say that he
is __________________________ of _______________________________________, that
said instrument was signed on such date on behalf of said corporation by
authority of its Board of Directors, and he acknowledged that the execution of
the foregoing instrument was the free act and deed of said corporation.

----------------------------------------------
Notary Public

[Notarial Seal]

My commission expires:

State of Illinois )
) SS
County of Cook )

On this ___ day of September, 1995, before me personally appeared
________________, to me personally known, who being by me duly sworn, say that
he is the _________________ of Union Tank Car Company, that said instrument was
signed on such date on behalf of said corporation by authority of its Board of
Directors, and he acknowledged that the execution of the foregoing instrument
was the free act and deed of said corporation.

---------------------------------------------
Notary Public

[Notarial Seal]

My commission expires:

47
<PAGE> 53

EXHIBIT A

LEASE SUPPLEMENT NO. _______
(UTC TRUST NO. 1995-A) (L-13__)

This Lease Supplement No. , dated , 1995
between _____________________________________________________, a
_____________________________, not in its individual capacity but solely as
Owner Trustee under the Trust Agreement ("Lessor"), and Union Tank Car Company,
a Delaware corporation ("Lessee");

Witnesseth:

Lessor and Lessee have heretofore entered into that certain
Equipment Lease Agreement (UTC Trust No. 1995-A) (L-13__) dated September __,
1995 (the "Lease"). The terms used herein are used with the meanings specified
in the Lease.

The Lease provides for the execution and delivery of one or more
Lease Supplements substantially in the form hereof for, among other things, the
purpose of particularly describing all or a portion of the Units of Equipment
to be leased to Lessee under the Lease.

Now, Therefore, in consideration of the premises and other good and
sufficient consideration, and pursuant to Section 2 of the Lease, Lessor and
Lessee hereby agree as follows:

1. Lessor hereby delivers and leases to Lessee, and Lessee hereby
accepts and leases from Lessor, under the Lease as herein supplemented, the
Units described in Schedule 1 hereto.

2. All of the terms and provisions of the Lease are hereby
incorporated by reference in this Lease Supplement to the same extent as if
fully set forth herein.

3. To the extent that this Lease Supplement constitutes chattel
paper (as such term is defined in the Uniform Commercial Code) no security
interest in this Lease Supplement may be created through the transfer or
possession of any counterpart hereof other than the counterpart bearing the
receipt therefor executed by the Indenture Trustee on the signature page
hereof, which counterpart shall constitute the only "original" hereof for
purposes of the Uniform Commercial Code.

4. This Lease Supplement shall be governed by and construed in
accordance with the internal laws and decisions of the State of ____________;
provided, however, that the parties shall be entitled to all rights conferred
by any applicable Federal statute, rule or regulation.

5. This Lease Supplement may be executed in any number of
counterparts, each executed counterpart constituting an original but all
together one and the same instrument.

A-1
<PAGE> 54

IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease
Supplement to be duly executed as of the day and year first above written and
to be delivered as of the date first above written.

,
-----------------------------------------------
not in its individual capacity but solely as Owner
Trustee

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

Union Tank Car Company

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

A-2
<PAGE> 55

State of )
) SS
County of )

On this ____ day of ______________, 1995, before me personally
appeared __________________, to me personally known, who being by me duly
sworn, say that he is ________________________ of __________________________,
that said instrument was signed on such date on behalf of said corporation by
authority of its Board of Directors, and he acknowledged that the execution of
the foregoing instrument was the free act and deed of said corporation.

----------------------------------------------
Notary Public

[Notarial Seal]

My commission expires:

State of Illinois )
) SS
County of Cook )

On this ____ day of _______________, 1995, before me personally
appeared ______________________, to me personally known, who being by me duly
sworn, say that he is _____________ of Union Tank Car Company, that said
instrument was signed on such date on behalf of said corporation by authority
of its Board of Directors, and he acknowledged that the execution of the
foregoing instrument was the free act and deed of said corporation.

----------------------------------------------
Notary Public

[Notarial Seal]

My commission expires:

<PAGE> 1

Exhibit 4(b)(3)

TRUST INDENTURE AND SECURITY AGREEMENT
(UTC TRUST NO. 1995-A)
(L-13)

DATED SEPTEMBER __, 1995

BETWEEN

______________________,

AS OWNER TRUSTEE

AND

_______________________,

AS INDENTURE TRUSTEE

COVERED HOPPERS AND TANK CARS

____________________

FILED WITH THE INTERSTATE COMMERCE COMMISSION PURSUANT TO 40
U.S.C. Section 11303 ON SEPTEMBER __, 1995 AT ___
[A.M./P.M.], RECORDATION NUMBER ___, AND DEPOSITED IN THE
OFFICE OF THE REGISTRAR GENERAL OF CANADA PURSUANT TO SECTION
90 OF THE RAILWAY ACT OF CANADA ON SEPTEMBER __, 1995.

<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
GRANTING CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
HABENDUM CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Article I. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Section 1.01. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Article II. THE EQUIPMENT NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Section 2.01. Form of Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.02. Terms of Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.03. Payment from Indenture Estate Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.04. Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.05. Application of Payments to Principal Amount and Interest . . . . . . . . . . . . . . . . . 9
Section 2.06. Termination of Interest in Indenture Estate. . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.07. Transfer of Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.08. Mutilated, Destroyed, Lost or Stolen Equipment Notes . . . . . . . . . . . . . . . . . . . 10
Section 2.09. Payment of Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.10. Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.11. Equally and Ratably Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Article III. RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME FROM THE INDENTURE ESTATE . . . . . . . . . . . . . 13

Section 3.01. Basic Rent Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.02. Payments in the Event of Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.03. Payments after Indenture Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.04. Other Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.05. Distribution of Excepted Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Article IV. ASSUMPTION OF OBLIGATIONS OF OWNER TRUSTEE BY LESSEE . . . . . . . . . . . . . . . . . . . . . . . . 16

Section 4.01. Assumption of Obligations of Owner Trustee by Lessee . . . . . . . . . . . . . . . . . . . 16

Article V. REMEDIES OF THE INDENTURE TRUSTEE UPON AN INDENTURE EVENT OF DEFAULT . . . . . . . . . . . . . . . 17

Section 5.01. Indenture Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>

-i-

<PAGE> 3

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Section 5.02. Acceleration; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 5.03. Remedies with Respect to Indenture Estate . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 5.04. Right to Cure; Option to Purchase; Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.05. Rights of Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 5.06. Waiver of Existing Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

Article VI. DUTIES OF THE INDENTURE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Section 6.01. Action upon Indenture Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.02. Action upon Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 6.03. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 6.04. No Duties Except as Specified in Indenture or Instructions . . . . . . . . . . . . . . . . 25
Section 6.05. No Action Except under Lease, Indenture or Instructions . . . . . . . . . . . . . . . . . . 26
Section 6.06. Disposition of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.07. Indenture Supplements for Replacements . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.08. Effect of Replacements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.09. Withholding Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.10. Lessee's Right of Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 6.11. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Article VII. THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Section 7.01. Acceptance of Trusts and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.02. Absence of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.03. No Representations or Warranties as to the Equipment or Documents . . . . . . . . . . . . . 28
Section 7.04. No Segregation of Moneys; No Interest; Investments . . . . . . . . . . . . . . . . . . . . 28
Section 7.05. Reliance; Agents; Advice of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 7.06. Not Acting in Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Article VIII. CERTAIN LIMITATIONS ON OWNER TRUSTEE'S AND INDENTURE TRUSTEE'S RIGHTS . . . . . . . . . . . . . . . 30

Section 8.01. Certain Limitations on Owner Trustee's and Indenture Trustee's Rights . . . . . . . . . . . 30

Article IX. SUCCESSOR TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Section 9.01. Notice of Successor Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 9.02. Resignation of Indenture Trustee; Appointment of Successor . . . . . . . . . . . . . . . . 30

Article X. SUPPLEMENTS AND AMENDMENTS TO THIS INDENTURE AND OTHER DOCUMENTS . . . . . . . . . . . . . . . . . . 31

Section 10.01. Supplemental Indentures without Consent of Holders . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

-ii-
<PAGE> 4

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C> <C>
Section 10.02. Indenture Trustee Protected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 10.03. Request of Substance, Not Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 10.04. Documents Mailed to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 10.05. Amendments, Waivers, Etc. of Other Documents . . . . . . . . . . . . . . . . . . . . . . . 33

Article XI. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

Section 11.01. Termination of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 11.02. No Legal Title to Indenture Estate in Holders . . . . . . . . . . . . . . . . . . . . . . . 36
Section 11.03. Sale of Equipment by Indenture Trustee is Binding . . . . . . . . . . . . . . . . . . . . . 36
Section 11.04. Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 11.05. Discontinuance of Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 11.06. Indenture and Equipment Notes for Benefit of Owner Trustee, Indenture Trustee, Owner
Participant and Holders Only . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 11.07. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 11.08. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 11.09. Separate Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 11.10. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.11. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.12. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.13. Normal Commercial Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 11.14. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
</TABLE>

<TABLE>
<S> <C> <C>
EXHIBIT A - Form of Trust Indenture Supplement
EXHIBIT B - Terms of Equipment Notes
EXHIBIT C - Loan Participant
APPENDIX A - Definitions
ANNEX A - Amortization Schedule
</TABLE>

-iii-

<PAGE> 5

TRUST INDENTURE AND SECURITY AGREEMENT
(UTC TRUST NO. 1995-A)

This TRUST INDENTURE AND SECURITY AGREEMENT (UTC Trust No. 1995-A)
(L-13) dated September __, 1995 (this "Indenture"), between
_______________________, a ______________, not in its individual capacity,
except as otherwise expressly set forth in Section 7.03 hereof, but solely as
trustee under the Trust Agreement referred to below and any successor appointed
in accordance with the terms hereof and of the Trust Agreement (herein in such
trustee capacity called the "Owner Trustee"), and __________________________, a
national banking association, as Indenture Trustee hereunder and any successor
appointed in accordance with the terms hereof (herein called the "Indenture
Trustee");

WITNESSETH:

WHEREAS, the Owner Participant and the Owner Trustee in its individual
capacity have entered into the Trust Agreement whereby, among other things, (i)
the Owner Trustee establishes a certain trust for the use and benefit of the
Owner Participant, subject, however, to the Indenture Estate created pursuant
hereto for the use and benefit of, and with the priority of payment to, the
holders of the Equipment Notes, and (ii) the Owner Trustee is authorized and
directed to execute and deliver this Indenture;

WHEREAS, the Owner Trustee and the Indenture Trustee desire by this
Indenture, among other things, (i) to provide in accordance with this Indenture
for the issuance by the Owner Trustee of the Equipment Notes in two series on
the Closing Date and the issuance of Equipment Notes in two series on the
Subsequent Closing Date and (ii) to provide for the assignment, mortgage and
pledge by the Owner Trustee to the Indenture Trustee, as part of the Indenture
Estate hereunder, among other things, of, and the grant of a security interest
in, certain of the Owner Trustee's right, title and interest in and to the
Equipment and the Lease and certain payments and other amounts received
hereunder or thereunder, in accordance with the terms hereof, in trust, as
security for, among other things, the Owner Trustee's obligations for the equal
and ratable benefit of the holders of the Equipment Notes; and

WHEREAS, all things necessary to make this Indenture the legal, valid
and binding obligation of the Owner Trustee and the Indenture Trustee, for the
uses and purposes herein set forth, in accordance with its terms, have been
done and performed and have happened.

GRANTING CLAUSE

NOW, THEREFORE, THIS TRUST INDENTURE AND SECURITY AGREEMENT
WITNESSETH, that, to secure the prompt payment of the principal of and interest
and Make-Whole Amount, if any, on and all other amounts due with respect to,
each series of the Equipment Notes, as provided in the Indenture Supplement
under which such series of Equipment Notes is issued, from time to time
outstanding hereunder and the performance and observance by the Owner Trustee
of all the agreements, covenants and provisions herein and in each series of
the Equipment Notes all for the benefit of the holders of the Equipment Notes
of such series, and for the uses and purposes and subject to the terms and
provisions hereof, and in consideration of the premises and of the covenants

<PAGE> 6

herein contained, and of the acceptance of the Equipment Notes of such series
by the Loan Participant, the Owner Trustee does hereby sell, assign, transfer,
convey, mortgage, pledge, and confirm unto the Indenture Trustee, its
successors and assigns, for the security and benefit of the holders of the
Equipment Notes of each series from time to time, a security interest in and
mortgage lien on all right, title and interest of the Owner Trustee in and to
the following described property, rights, interests and privileges insofar as
it does not constitute Excepted Property (which collectively, including all
property hereafter required to be subjected to the Lien of this Indenture by
any instrument supplemental hereto, but excluding Excepted Property, being
herein called the "Indenture Estate"), to wit:

(1) the Lease, including, without limitation, all amounts
of Basic Rent, Supplemental Rent, insurance proceeds and other
payments of any kind for or with respect to the Equipment, subject to
Lessee's rights under the Lease, including, without limitation,
Lessee's right of quiet enjoyment;

(2) the Equipment, the Replacement Units and all
substitutions therefor in which the Owner Trustee shall from time to
time acquire an interest under the Lease, all as more particularly
described in the Indenture Supplements and Lease Supplements executed
and delivered with respect to the Equipment or any such Replacement
Units or any substitutions therefor, as provided in this Indenture and
the Lease;

(3) all requisition proceeds with respect to the
Equipment or any Unit thereof (to the extent of the Owner Trustee's
interest therein pursuant to the terms of the Lease);

(4) all monies and securities now or hereafter paid or
deposited or required to be paid or deposited with the Indenture
Trustee pursuant to any term of this Indenture, the Lease or the
Participation Agreement or required to be held by the Indenture
Trustee hereunder or thereunder; and

(5) all proceeds of the foregoing.

Notwithstanding the foregoing provisions:

(a) there shall be excluded from the foregoing sale,
assignment, transfer, conveyance, mortgage, pledge or security
interest granted by this Indenture and from the Indenture Estate all
Excepted Property;

(b) (i) the Owner Trustee and the Owner Participant
shall at all times retain the right, to the exclusion of the Indenture
Trustee (A) to Excepted Property and to commence an action at law to
obtain such Excepted Property and (B) to adjust Basic Rent and the
percentages relating to Stipulated Loss Value and Termination Value as
provided in Section 3.4 of the Lease and Section 2.6 of the
Participation Agreement;

(ii) the Owner Trustee and the Indenture Trustee
shall each retain the right to receive from the Lessee all notices,
certificates, reports, filings, opinions of Counsel, copies of all
documents and all information which the Lessee is permitted or
required to give or furnish to the Lessor pursuant to the Lease or to
the Owner Trustee pursuant to any other

-2-
<PAGE> 7

Operative Agreement and to exercise the inspection rights provided for
in Section 13.2 of the Lease, to give any notice of default under
Section 15 of the Lease and to retain the right to cause the Lessee to
take any action and execute and deliver such documents and assurances
as the Lessor may from time to time reasonably request pursuant to
Section 16.2 of the Lease;

(iii) so long as no Indenture Event of Default
shall have occurred and be continuing (but subject to the provisions
of Section 10.05), the Owner Trustee shall retain the right, to the
exclusion of the Indenture Trustee, to exercise all rights of the
Lessor under the Lease (other than the right to receive any funds to
be delivered to the Lessor under the Lease (except funds which
constitute or are delivered with respect to Excepted Property)); and

(c) the leasehold interest granted to the Lessee under
the Lease shall not be subject to the security interest granted by
this Indenture, and nothing in this Indenture shall affect the rights
of the Lessee under the Lease so long as no Lease Event of Default has
occurred and is continuing; and

(d) as between the Owner Trustee and the Indenture
Trustee, nothing contained in this Granting Clause shall prevent the
Owner Trustee, as the Lessor under the Lease, from seeking specific
performance of the covenants of the Lessee under the Lease relating to
the insurance, maintenance, possession and use of the Units and from
maintaining separate insurance with respect to the Units to the extent
permitted by Section 12.5 of the Lease.

HABENDUM CLAUSE

TO HAVE AND TO HOLD all and singular the aforesaid property unto the
Indenture Trustee, its successors and assigns, in trust for the benefit and
security of the holders of each series of the Equipment Notes from time to
time, without any priority of any one Equipment Note of a particular series
over any other Equipment Note of the same series or any one series of the
Equipment Notes over any other, and for the uses and purposes, and subject to
the terms and provisions, set forth in this Indenture.

It is expressly agreed that anything herein contained to the contrary
notwithstanding, the Owner Trustee shall remain liable under each of the
Operative Agreements to which it is a party to perform all of the obligations,
if any, assumed by it thereunder, all in accordance with and pursuant to the
terms and provisions thereof, and the Indenture Trustee and the holders of the
Equipment Notes shall have no obligation or liability under any of the
Operative Agreements to which the Owner Trustee is a party by reason of or
arising out of this assignment, nor shall the Indenture Trustee (unless the
Indenture Trustee shall have become the "Lessor" under the Lease) or the
holders of the Equipment Notes be required or obligated in any manner to
perform or fulfill any obligations of the Owner Trustee under or pursuant to
any of the Operative Agreements to which the Owner Trustee is a party or,
except as herein expressly provided, to make any payment, or to make any
inquiry as to the nature or sufficiency of any payment received by it, or
present or file any claim, or take any action to collect or enforce the payment
of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.

-3-
<PAGE> 8

Subject to the terms and conditions hereof, the Owner Trustee does
hereby constitute the Indenture Trustee the true and lawful attorney of the
Owner Trustee, irrevocably, with full power (in the name of the Owner Trustee
or otherwise), upon the occurrence and during the continuation of an Indenture
Event of Default, to ask, require, demand, receive, compound and give
acquittance for any and all moneys and claims for moneys due and to become due
to the Owner Trustee (other than Excepted Property), under or arising out of
the Lease, or to endorse any checks or other instruments or orders in
connection therewith and to file any claims or take any action or institute any
proceedings which the Indenture Trustee may deem to be necessary or advisable
in the premises. The Owner Trustee has directed the Lessee to make all
payments of Rent (other than Excepted Property) payable to the Owner Trustee by
the Lessee and all other amounts which are required to be paid to or deposited
with the Owner Trustee pursuant to the Lease directly to the Indenture Trustee
at such address as the Indenture Trustee shall specify, for application as
provided in this Indenture. The Owner Trustee agrees that promptly on receipt
thereof, it will transfer to the Indenture Trustee any and all moneys from time
to time received by it constituting part of the Indenture Estate, for
distribution by the Indenture Trustee pursuant to this Indenture, except that
the Owner Trustee shall accept for distribution pursuant to the Trust Agreement
any amounts distributed to it by the Indenture Trustee as expressly provided in
this Indenture and any Excepted Property.

The Owner Trustee agrees that at any time and from time to time, upon
the written request of the Indenture Trustee, the Owner Trustee will promptly
and duly execute and deliver or cause to be executed and delivered any and all
such further instruments and documents as the Indenture Trustee may reasonably
deem to be necessary in order to obtain the full benefits of this assignment
and of the rights and powers herein granted.

The Owner Trustee does hereby warrant and represent that it has not
assigned or pledged, and hereby covenants that it will not assign or pledge, so
long as the assignment hereunder shall remain in effect, any of its right,
title or interest hereby assigned, to anyone other than the Indenture Trustee,
and that it will not (other than in respect of Excepted Property), except as
provided in or permitted by this Indenture, accept any payment from the Lessee,
enter into an agreement amending or supplementing any of the Operative
Agreements, execute any waiver or modification of, or consent under the terms
of any of the Operative Agreements (other than the Tax Indemnity Agreement),
settle or compromise any claim (other than claims in respect of Excepted
Property) against the Lessee arising under any of the Operative Agreements, or
submit or consent to the submission of any dispute, difference or other matter
arising under or in respect of any of the Operative Agreements, to arbitration
thereunder.

IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto
as follows:

ARTICLE I.
DEFINITIONS

Section 1.01. Certain Definitions. Unless the context otherwise
requires, all capitalized terms used herein and not otherwise defined shall
have the meanings set forth in Appendix A hereto for all purposes of this
Indenture, and include the plural as well as the singular. All references to
articles, sections, clauses, schedules and appendices in this Indenture are to
articles, sections, clauses, schedules and appendices in and to this Indenture
unless otherwise indicated. All

-4-
<PAGE> 9

accounting terms not otherwise defined herein or in Appendix A hereto have the
meanings assigned to them in accordance with generally accepted accounting
principles. The words herein, hereof and hereunder and other words of similar
import refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.

ARTICLE II.
THE EQUIPMENT NOTES

Section 2.01. Form of Equipment Notes. The Equipment Notes shall
be substantially in the form set forth below:

% EQUIPMENT NOTE, SERIES ___

(Secured by, among others, Lease Obligations of
Union Tank Car Company)

Issued in Connection with certain Railroad Rolling Stock

No.______ Chicago, Illinois
$________________ ______________, 1995

_______________________, not in its individual capacity, but solely as
owner trustee (herein in such capacity called the "Owner Trustee") under that
certain Trust Agreement (UTC Trust No. 1995-A) (L-13), dated September __,
1995, as from time to time supplemented and amended (herein called the "Trust
Agreement"), between the Owner Trustee in its individual capacity and the
institution referred to therein as the "Owner Participant", hereby promises to
pay to _______________________________, or registered assigns, the principal
sum of $____________ in lawful currency of the United States of America, in
installments payable on the dates set forth in Exhibit A hereto, commencing
_____________, 199_, and thereafter to and including _________, 200_, each such
installment to be in an amount equal to the corresponding percentage (if any)
of the remaining principal amount hereof set forth in Exhibit A hereto,
together with interest thereon on the amount of such principal amount remaining
unpaid from time to time from and including the date hereof until such
principal amount shall be due and payable, payable on __________, 199_ and on
each _____________ and _____________ thereafter to the maturity date hereof at
the rate of ___% per annum (computed on the basis of a 360-day year of twelve
30-day months). Interest on any overdue principal and (to the extent legally
enforceable) on overdue interest shall be paid from the due date thereof at the
rate of ___% per annum (computed on the basis of a 360-day year of twelve
30-day months), payable on demand.

All payments of principal and interest and Make-Whole Amount, if any,
to be made hereunder and under the Trust Indenture and Security Agreement (UTC
Trust No. 1995-A) (L-13), dated September __, 1995, as from time to time
amended and supplemented (herein called the "Indenture", the defined terms
therein not otherwise defined herein being used herein with the same meanings),
between the Owner Trustee and ________________, as Indenture Trustee thereunder
for

-5-
<PAGE> 10

the holder of this Equipment Note and the holders of other Equipment Notes
outstanding thereunder (herein in such capacity called the "Indenture Trustee")
shall be made only from the income and proceeds from the Indenture Estate and
only to the extent that the Indenture Trustee shall have sufficient income or
proceeds from the Indenture Estate to make such payments in accordance with the
terms of Article III of the Indenture. Each holder hereof, by its acceptance
of this Equipment Note, agrees that it will look solely to the income and
proceeds from the Indenture Estate to the extent available for distribution to
the holder hereof as provided in the Indenture and that none of the Owner
Trustee, the Owner Participant, the Indenture Trustee or their permitted
successors and assigns is or shall be personally liable to the holder hereof
for any amount payable under this Equipment Note or the Indenture or, except as
expressly provided in the Participation Agreement or the Indenture, for any
liability under the Participation Agreement or (in the case of the Owner
Trustee or the Indenture Trustee) the Indenture.

Payments with respect to the principal amount hereof, Make-Whole
Amount, if any, and interest thereon shall be payable in U.S. dollars in
immediately available funds at the principal bond and trustee administration
office of the Indenture Trustee, or as otherwise provided in the Indenture.
Each such payment shall be made on the date such payment is due and without any
presentment or surrender of this Equipment Note. Whenever the date scheduled
for any payment to be made hereunder or under the Indenture shall not be a
Business Day, then such payment need not be made on such scheduled date but may
be made on the next succeeding Business Day with the same force and effect as
if made on such scheduled date and (provided such payment is made on such next
succeeding Business Day) no interest shall accrue on the amount of such payment
from and after such scheduled date to the time of such payment on such next
succeeding Business Day.

Each holder hereof, by its acceptance of this Equipment Note, agrees
that each payment received by it hereunder shall be applied, first, to the
payment of accrued but unpaid interest on this Equipment Note then due, second,
to the payment of the unpaid principal amount of this Equipment Note then due,
third, to the payment of any Make-Whole Amount then due, and fourth, to the
payment of the remaining outstanding principal amount of this Equipment Note;
provided, that the Owner Trustee may only prepay this Equipment Note as
provided in Sections 2.10, 3.02 and 3.03 of the Indenture.

This Equipment Note is one of the Equipment Notes referred to in the
Indenture which have been or are to be issued by the Owner Trustee pursuant to
the terms of the Indenture and relates to the Units described in Lease
Supplement No. ___. The Indenture Estate is held by the Indenture Trustee as
security for the Equipment Notes. Reference is hereby made to the Indenture
for a statement of the rights of the holder of, and the nature and extent of
the security for, this Equipment Note, as well as for a statement of the terms
and conditions of the trusts created by the Indenture, to all of which terms
and conditions in the Indenture each holder hereof agrees by its acceptance of
this Equipment Note.

This Equipment Note is not subject to redemption or prepayment except
as provided in Sections 2.10, 3.02 and 3.03 of the Indenture. This Equipment
Note is subject to purchase by the Owner Trustee without a Make-Whole Amount as
provided in Section 5.04(b) of the Indenture. The holder hereof, by its
acceptance of this Equipment Note, agrees to be bound by said provisions.

-6-
<PAGE> 11

This Equipment Note is a registered Equipment Note and is
transferable, as provided in the Indenture, only upon surrender of this
Equipment Note for registration of transfer duly endorsed by, or accompanied by
a written statement of transfer duly executed by, the registered holder hereof
or his attorney duly authorized in writing. Prior to the due presentation for
registration of transfer of this Equipment Note, the Owner Trustee and the
Indenture Trustee may deem and treat the registered holder of this Equipment
Note as the absolute owner and holder hereof for the purpose of receiving
payment of all amounts payable with respect hereto and for all other purposes
and shall not be affected by any notice to the contrary.

THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT. THIS EQUIPMENT
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.

Unless the certificate of authentication hereon has been executed by
or on behalf of the Indenture Trustee by manual signature, this Equipment Note
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

In Witness Whereof, the Owner Trustee has caused this Equipment Note
to be executed by one of its authorized officers as of the date hereof.

____________________________________, not in its
individual capacity, but solely as Owner Trustee

By:_____________________________________________

-7-
<PAGE> 12

[FORM OF INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Equipment Notes referred to in the within-mentioned
Indenture.

_____________________________________,
as Indenture Trustee

By:_____________________________________
Authorized Officer

[Insert from Annex A, the related Amortization Schedule]

Section 2.02. Terms of Equipment Notes. There shall be issued and
delivered to the Loan Participant an Equipment Note under each of the two
series of the Equipment Notes related to each Lease Supplement executed and
delivered in respect of the Units delivered on the Closing Date and the
Subsequent Closing Date in the maturity and bearing the interest rate as set
forth in Exhibit B hereto, in an aggregate principal amount equal to that
portion of the loan made by the Loan Participant to the Owner Trustee pursuant
to Section 2 of the Participation Agreement relating to the Units under such
Lease Supplement. Such Equipment Note, shall evidence the loan made by the
Loan Participant in connection with the purchase of the Equipment by the Owner
Trustee from the Lessee, each such Equipment Note to be substantially in the
form set forth in Section 2.01, with deletions and insertions as appropriate,
duly authenticated by the Indenture Trustee and dated the Closing Date of the
Equipment or the Subsequent Closing Date of the Equipment, as applicable, and
as having been issued in connection with the Equipment under a related Lease
Supplement.

The principal amount of and interest on each Equipment Note issued
pursuant to the provisions of this Indenture shall be payable as set forth in
the form thereof contained in Section 2.01 and Annex A. Interest accrued on
the Equipment Notes shall be computed on the basis of a 360-day year of twelve
30-day months on the principal amount thereof remaining unpaid from time to
time from and including the date thereof to but excluding the date of payment.
The Owner Trustee shall furnish to the Indenture Trustee a copy of each
Equipment Note issued pursuant to the provisions of this Indenture. The
aggregate principal amount of Equipment Notes which may be outstanding at any
one time shall be limited to the aggregate amount set forth in Exhibit B
hereto.

No Equipment Note shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless it shall have been
authenticated by or on behalf of the Indenture Trustee by manual signature.

Section 2.03. Payment from Indenture Estate Only. Notwithstanding
any other provision herein or in the Equipment Notes to the contrary, all
payments to be made under the Equipment Notes and this Indenture and the
relevant Indenture Supplement shall be made only from the income and the
proceeds from the Indenture Estate and only to the extent that the Indenture
Trustee shall have received sufficient income or proceeds from the Indenture
Estate to make such payments in accordance with the terms of Article III
hereof. Each holder of an Equipment Note, by its acceptance of such Equipment
Note, agrees that it will look solely to the income and proceeds from the
Indenture Estate to the extent available for distribution to such holder as
herein provided and that none of the Owner Trustee, the Owner Participant, the
Indenture Trustee or their permitted successors and assigns

-8-
<PAGE> 13

is or shall be personally liable to the holder of any Equipment Note for any
amount payable under such Equipment Note or the Indenture or, except as
expressly provided in the Participation Agreement or the Indenture, for any
liability under the Participation Agreement or (in the case of the Owner
Trustee or the Indenture Trustee) the Indenture.

Section 2.04. Method of Payment. (a) The principal of and
Make-Whole Amount, if any, and interest on each Equipment Note will be payable
in U.S. dollars in immediately available funds at the principal corporate trust
administration office of the Indenture Trustee or as otherwise directed in the
manner provided herein. Notwithstanding the foregoing or any provision in any
Equipment Note to the contrary, the Indenture Trustee will pay, or cause to be
paid, if so requested by any holder of an Equipment Note by written notice to
the Owner Trustee and the Indenture Trustee, all amounts payable by the Owner
Trustee hereunder to such holder or a nominee therefor either (i) by
transferring by wire in immediately available funds to an account maintained by
such holder with a bank in the United States the amount to be distributed to
such holder or (ii) by mailing a check denominated in U.S. dollars to such
holder at such address as such holder shall have specified in such notice, in
any case without any presentment or surrender of any Equipment Note, except
that the holder of an Equipment Note shall surrender such Equipment Note to the
Indenture Trustee upon payment in full of the principal amount of and interest
on such Equipment Note and such other sums payable to such holder hereunder or
under the Equipment Note.

(b) Whenever the date scheduled for any payment to be made
hereunder or under any Equipment Note shall not be a Business Day, then such
payment need not be made on such scheduled date but may be made on the next
succeeding Business Day with the same force and effect as if made on such
scheduled date and (provided such payment is made on such next succeeding
Business Day) no interest shall accrue on the amount of such payment from and
after such scheduled date to the time of such payment on such next succeeding
Business Day.

Section 2.05. Application of Payments to Principal Amount and
Interest. In the case of each Equipment Note, each payment of principal
thereof and Make-Whole Amount, if any, and interest thereon shall be applied,
first, to the payment of accrued but unpaid interest on such Equipment Note
then due thereunder, second, to the payment of the unpaid principal amount of
such Equipment Note then due thereunder, third, to the payment of any
Make-Whole Amount then due thereon and fourth, to the payment of the remaining
outstanding principal amount of such Equipment Note; provided, that the Owner
Trustee may only prepay such Equipment Note in accordance with the provisions
of Section 2.10, 3.02 and 3.03 hereof.

Section 2.06. Termination of Interest in Indenture Estate. A
holder shall have no further interest in, or other right with respect to, the
Indenture Estate when and if the principal amount of and interest on all
Equipment Notes held by such holder and all other sums payable to such holder
hereunder and under such Equipment Notes and under the Participation Agreement
shall have been paid in full.

Section 2.07. Transfer of Equipment Notes. The Indenture Trustee
shall maintain at its corporate trust administration office in
_________________ or in the city in which the corporate trust office of a
successor Indenture Trustee is located, a register for the purpose of
registering transfers and exchanges of Equipment Notes. A holder of an
Equipment Note intending to transfer such Equipment Note to a new payee, or to
exchange any Equipment Note or Equipment Notes held by it

-9-
<PAGE> 14

for an Equipment Note or Equipment Notes of a different denomination or
denominations, may surrender such Equipment Note or Equipment Notes to the
Indenture Trustee at such principal corporate trust administration office of
the Indenture Trustee, together with a written request from such holder for the
issuance of a new Equipment Note or Equipment Notes, specifying the
denomination or denominations (each of which shall be not less than $1,000,000
or a whole multiple thereof or such smaller denomination as may be necessary
due to the original issuance of Equipment Notes of the applicable maturity in
an aggregate principal amount not evenly divisible by $1,000,000) of the same,
and, in the case of a surrender for registration of transfer, the name and
address of the transferee or transferees. Promptly upon receipt of such
documents, the Owner Trustee will issue, and the Indenture Trustee will
authenticate, a new Equipment Note or Equipment Notes of the same series, in
the same aggregate principal amount and dated the same date or dates as, with
the same payment schedule, in the form set forth in Section 2.01 in the same
maturity and bearing the same interest rate as the Equipment Note or Equipment
Notes surrendered, in such denomination or denominations and payable to such
payee or payees as shall be specified in the written request from such holder.
All Equipment Notes issued upon any registration of transfer or exchange of
Equipment Notes shall be the valid obligations of the Owner Trustee evidencing
the same respective obligations, and entitled to the same security and benefits
under this Indenture, as the Equipment Notes surrendered upon such registration
of transfer or exchange. The Indenture Trustee shall make a notation on each
new Equipment Note or Equipment Notes of the amount of all payments or
prepayments of principal and interest previously made on the old Equipment Note
or Equipment Notes with respect to which such new Equipment Note or Equipment
Notes is or are issued. From time to time, the Indenture Trustee will provide
the Owner Trustee and the Lessee with such information as it may request as to
the registered holders of Equipment Notes. The Owner Trustee shall not be
required to exchange any surrendered Equipment Notes as above provided during
the 10-day period preceding the due date of any payment on such Equipment
Notes.

Prior to the due presentment for registration of transfer of an
Equipment Note, the Owner Trustee and the Indenture Trustee may deem and treat
the registered holder of such Equipment Note as the absolute owner and holder
of such Equipment Note for the purpose of receiving payment of all amounts
payable with respect to such Equipment Note and for all other purposes and
shall not be affected by any notice to the contrary.

The Indenture Trustee will promptly notify the Owner Trustee and the
Lessee of each request for a registration of transfer of an Equipment Note.
The Indenture Trustee will promptly cancel and destroy all Equipment Notes
surrendered for transfer or exchange pursuant to this Section.

Section 2.08. Mutilated, Destroyed, Lost or Stolen Equipment Notes.
If any Equipment Note shall become mutilated, destroyed, lost or stolen, the
Owner Trustee shall, upon the written request of the holder of such Equipment
Note, issue, and the Indenture Trustee shall authenticate and deliver in
replacement thereof, a new Equipment Note of the same series in the form set
forth in Section 2.01, payable to the same holder in the same principal amount,
of the same maturity, with the same payment schedule, bearing the same interest
rate and dated the same date as the Equipment Note so mutilated, destroyed,
lost or stolen. The Indenture Trustee shall make a notation on each new
Equipment Note of the amount of all payments or prepayments of principal and
interest theretofore made on the Equipment Note so mutilated, destroyed, lost
or stolen and the date to which interest on such old Equipment Note has been
paid. If the Equipment Note being replaced has become mutilated, such
Equipment Note shall be surrendered to the Indenture Trustee and forwarded to
the

-10-
<PAGE> 15

Owner Trustee by the Indenture Trustee. If the Equipment Note being replaced
has been destroyed, lost or stolen, the holder of such Equipment Note shall
furnish to the Owner Trustee and the Indenture Trustee such security or
indemnity as may be required by them to save the Owner Trustee and the
Indenture Trustee harmless and evidence satisfactory to the Owner Trustee and
the Indenture Trustee of the destruction, loss or theft of such Equipment Note
and of the ownership thereof.

Section 2.09. Payment of Transfer Taxes. Upon the transfer of any
Equipment Note or Equipment Notes pursuant to Section 2.07, the Owner Trustee
or the Indenture Trustee may require from the party requesting such new
Equipment Note or Equipment Notes payment of a sum to reimburse the Owner
Trustee or the Indenture Trustee for, or to provide funds for the payment of,
any tax or other governmental charge in connection therewith.

Section 2.10. Prepayments. (a) Each Equipment Note shall be
prepaid in whole or in part by the Owner Trustee on a Rent Payment Date (or, in
the circumstance provided in the last sentence of Section 10.3 of the Lease, on
the Termination Date) upon at least 25 days' prior notice from the Owner
Trustee (or the Lessee on its behalf) to the Indenture Trustee in the event
that the Lease as applicable to any Unit or Units related to such Equipment
Note is terminated pursuant to Section 10 thereof, at a price equal to the sum
of (i) as to principal thereof, an amount equal to the product obtained by
multiplying the unpaid principal amount of such Equipment Note as at the date
of such prepayment (after deducting therefrom the principal installment, if
any, due on or prior to the date of such prepayment) by a fraction, the
numerator of which shall be the Equipment Cost of such Unit or Units and the
denominator of which shall be the aggregate Equipment Cost of all Units
included in the Indenture Estate under the related Indenture Supplement
immediately prior to the date of such prepayment, (ii) as to interest, the
aggregate amount of interest accrued and unpaid in respect of the principal
amount to be prepaid pursuant to clause (i) above on the date of such payment
(after giving effect to the application of any Basic Rent paid on or prior to
the date of such prepayment) and (iii) if prepaid prior to the Make-Whole
Termination Date, the Make-Whole Amount, if any, applicable in respect of the
principal amount to be prepaid pursuant to clause (i) above on the date of such
prepayment.

(b) Each Equipment Note shall be prepaid in whole or in part by
the Owner Trustee on a Rent Payment Date upon at least 15 days' prior notice
from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee
in connection with the occurrence of an Event of Loss with respect to any Unit
or Units related to such Equipment Note if such Unit or Units are not replaced
pursuant to Section 11.2(i) of the Lease, or in the event Lessee shall be
required to settle for 10 or more Units on the date of payment therefor
determined pursuant to Section 11.2 of the Lease, such prepayment shall be made
on such date, at a price equal to the sum of (i) as to principal thereof, an
amount equal to the product obtained by multiplying the aggregate unpaid
principal amount of such Equipment Note as at such prepayment date (after
deducting therefrom the principal installment, if any, due on such date) by a
fraction, the numerator of which shall be the Equipment Cost of such Unit or
Units and the denominator of which shall be the aggregate Equipment Cost of all
Units included in the Indenture Estate under the related Indenture Supplement
immediately prior to such date, and (ii) as to interest, the aggregate amount
of interest accrued and unpaid in respect of the principal amount to be prepaid
pursuant to clause (i) above to but not including the date of prepayment after
giving effect to the application of any Basic Rent paid on or prior to the date
of such prepayment, but without the payment of any Make-Whole Amount.

-11-
<PAGE> 16

(c) Unless Lessee shall have elected to assume all of the rights
and obligations of the Owner Trustee under this Indenture in respect of the
Equipment Notes, each Equipment Note shall be prepaid in whole or in part by
the Owner Trustee on the Business Day specified by Lessee to Owner Trustee and
Indenture Trustee in accordance with Section 6.9 of the Participation
Agreement, in the event that Lessee exercises the purchase option under Section
6.9 of the Participation Agreement with respect to the Equipment, at a price
equal to the sum of (i) as to principal thereof, an amount equal to the product
obtained by multiplying the aggregate unpaid principal amount of such Equipment
Note as at the date of any prepayment under Section 6.9 of the Participation
Agreement (after deducting therefrom the principal installment, if any, due on
the prepayment date) by a fraction, the numerator of which shall be the
Equipment Cost of such Unit or Units to be purchased and the denominator of
which shall be the aggregate Equipment Cost of all Units included in the
Indenture Estate immediately prior to the date of such prepayment, (ii) as to
interest, the aggregate amount of interest accrued and unpaid in respect of the
principal amount to be prepaid pursuant to clause (i) above on the date of such
prepayment after giving effect to the application of any Basic Rent paid on or
prior to the date of such prepayment, and (iii) if prepaid prior to the
Make-Whole Termination Date applicable to such Equipment Notes, the Make-Whole
Amount, if any, applicable in respect of the principal amount to be prepaid
pursuant to clause (i) above on the date of such payment.

(d) Unless Lessee shall have elected to assume all of the rights
and obligations of the Owner Trustee under this Indenture in respect of the
Equipment Notes, each Equipment Note shall be prepaid in whole or in part by
the Owner Trustee on the Early Purchase Date in the event that Lessee exercises
the purchase option under Section 22.1 of the Lease with respect to the
Equipment, at a price equal to the sum of (i) as to principal thereof, an
amount equal to the product obtained by multiplying the aggregate unpaid
principal amount of such Equipment Note as at the Early Purchase Date (after
deducting therefrom the principal installment, if any, due on the prepayment
date) by a fraction, the numerator of which shall be the Equipment Cost of such
Unit or Units to be purchased and the denominator of which shall be the
aggregate Equipment Cost of all Units included in the Indenture Estate
immediately prior to the date of such prepayment and (ii) as to interest, the
aggregate amount of interest accrued and unpaid in respect of the principal
amount to be prepaid pursuant to clause (i) above on the date of such
prepayment after giving effect to the application of any Basic Rent paid on or
prior to the date of such prepayment.

(e) On the Refunding Date specified by the Lessee to the Owner
Trustee and to the Indenture Trustee in accordance with Section 10.2(f) of the
Participation Agreement, all Equipment Notes shall be prepaid in whole but not
in part on such Refunding Date, in the event of a refunding or refinancing
pursuant to Section 10.2 of the Participation Agreement, at a price in addition
to any other amounts due to the holders of the Equipment Notes under this
Indenture equal to the unpaid principal amount thereof together with accrued
but unpaid interest thereon, plus, if prepaid prior to the Make-Whole
Termination Date, the Make-Whole Amount, if any.

(f) On the Mandatory Refinancing Date, all Equipment Notes shall
be prepaid in whole but not in part on the Mandatory Refinancing Date, at a
price in addition to any other amounts due to the holders of the Equipment
Notes under this Indenture equal to the unpaid principal amount thereof
together with accrued but unpaid interest thereon.

(g) The Indenture Trustee shall give prompt notice of any
prepayment of any of the Equipment Notes to all holders of such series of the
Equipment Notes as soon as the Indenture

-12-
<PAGE> 17

Trustee shall have knowledge that such prepayment is to occur, which notice
shall specify the Equipment Note or Notes to be prepaid, the principal amount
of such Equipment Note or Notes to be prepaid and the date of prepayment, which
date shall be not less than 25 days after the date of such notice.

Section 2.11. Equally and Ratably Secured. All Equipment Notes at
any time outstanding under this Indenture shall be equally and ratably secured
hereby without preference, priority or distinction on account of the date or
dates or the actual time or times of the issue or maturity of such Equipment
Notes so that all Equipment Notes of any series at any time issued and
outstanding hereunder shall have the same rights, Liens and preferences under
and by virtue of this Indenture.

ARTICLE III.
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
FROM THE INDENTURE ESTATE

Section 3.01. Basic Rent Distribution. Except as otherwise
provided in Section 3.03, each installment of Interim Interest and Basic Rent
as well as any installment of interest on overdue installments of Basic Rent,
and any other moneys paid over by the Lessee or the Owner Trustee to the
Indenture Trustee for such purpose, shall be distributed by the Indenture
Trustee as promptly as possible (it being understood that any payments of
Interim Interest and Basic Rent received by the Indenture Trustee on a timely
basis and in accordance with the provisions of Section 3.6 of the Lease shall
be distributed on the date received in the funds so received) in the following
order of priority: first, so much of such installment as shall be required for
the purpose shall be distributed and paid to the holders of the Equipment Notes
of such series to pay in full the aggregate amount of the payment or payments
of principal, Make-Whole Amount, if any, and interest (as well as any interest
on overdue principal or interest) then due, such distribution to be made
ratably, without priority of one over the other, in the proportion that the
amount of such payment or payments then due with respect to each such Equipment
Note bears to the aggregate amount of payments then due under all such
Equipment Notes; and second, the balance, if any, of such installment remaining
thereafter shall be distributed to the Owner Trustee for distribution in
accordance with the terms of the Trust Agreement. The portion of each such
installment distributed to a holder of an Equipment Note shall be applied by
such holder in payment of such Equipment Note in accordance with the terms of
Section 2.05.

Section 3.02. Payments in the Event of Prepayment. (a) Except as
otherwise provided in Section 3.03 or 3.05, in the event of any prepayment of
an Equipment Note or Notes, in whole or in part, in accordance with the
provisions of Section 2.10 any amount received shall in each case be
distributed and paid in the following order of priority: first, so much of such
amount as shall be required for the purpose of prepayment shall be distributed
and paid to the holders of such Equipment Note or Notes to pay the aggregate
amount of the payment of principal, Make-Whole Amount, if any, and interest to
be prepaid on such Equipment Note or Notes pursuant to Section 2.10, such
prepayment to be made ratably to such Equipment Note or Notes to which such
prepayment relates, without priority of one over any other, in the proportion
that the amount to be prepaid on each such Equipment Note bears to the
aggregate amount to be paid on all such Equipment Notes; and second, the
balance, if any, of such amount remaining thereafter shall be distributed to
the Owner Trustee for distribution in accordance with the terms of the Trust
Agreement.

-13-
<PAGE> 18

(b) Except as otherwise provided in Section 3.03 or 3.05 hereof,
any amounts received directly or through the Lessee from any governmental
authority or other party pursuant to Section 11 of the Lease with respect to
any Unit as the result of an Event of Loss, to the extent that such amounts are
not at the time required to be paid to the Lessee pursuant to said Section 11,
and any amounts of insurance proceeds for damage to the Indenture Estate
received directly or though the Lessee from any insurer pursuant to Section 12
of the Lease with respect thereto as the result of an Event of Loss, to the
extent such amounts are not at the time required to be paid to the Lessee
pursuant to said Section 12, shall be applied as provided in clause (a) of this
Section 3.02.

Section 3.03. Payments after Indenture Event of Default. (a)
Except as provided in Section 3.05, all payments received and amounts realized
by the Indenture Trustee after an Indenture Event of Default shall have
occurred and be continuing and after the Indenture Trustee has declared (as
assignee from the Owner Trustee of the Lease) the Lease to be in default
pursuant to Section 15 thereof or has declared the Equipment Notes to be
accelerated pursuant to Section 5.02, as the case may be, or has elected to
foreclose or otherwise exercise any remedies under this Indenture (including
any amounts realized by the Indenture Trustee from the exercise of any remedies
pursuant to Section 15 of the Lease, or Article V), as well as all payments or
amounts then held or thereafter received by the Indenture Trustee as part of
the Indenture Estate while such Indenture Event of Default shall be continuing,
shall be distributed forthwith by the Indenture Trustee in the following order
of priority:

First, so much of such payments or amounts as shall be
required to reimburse the Indenture Trustee for any fees which are due
and payable for its services under this Indenture and any tax, expense
(including reasonable attorney's fees) or other loss incurred by the
Indenture Trustee (to the extent reimbursable and not previously
reimbursed and to the extent incurred in connection with its duties as
Indenture Trustee) shall be distributed to the Indenture Trustee;

Second, so much of such payments or amounts as shall be
required to reimburse the holders of the Equipment Notes for payments
made by them to the Indenture Trustee pursuant to Section 6.03 (to the
extent not previously reimbursed), and to pay such holders of the
Equipment Notes the amounts payable to them pursuant to the provisions
of the Participation Agreement, shall be distributed to such holders
of the Equipment Notes, without priority of one over the other, in
accordance with the amount of the payment or payments made by, or
payable to, each such holder;

Third, so much of such payments or amounts remaining as shall
be required to pay the principal of, and Make-Whole Amount, if any, to
the extent received from the Lessee as Supplemental Rent, and accrued
interest (to the date of distribution) on all Equipment Notes, payable
to the Loan Participant, then due and payable, whether by declaration
of acceleration pursuant to Section 5.02 or otherwise, and in case the
aggregate amount so to be distributed shall be insufficient to pay in
full the aforesaid amounts, then, ratably, without priority of one
over the other, in the proportion that the aggregate unpaid principal
amount of all Equipment Notes held by each such holder, plus the
accrued but unpaid interest thereon to the date of distribution, bears
to the aggregate unpaid principal amount of all Equipment Notes, plus
the accrued but unpaid interest thereon to the date of distribution;
and

-14-
<PAGE> 19

Fourth, the balance, if any, of such payments or amounts
remaining thereafter shall be distributed to the Owner Trustee for
distribution in accordance with the terms of the Trust Agreement.

(b) Except as provided in Sections 3.03(a) and 3.05, if an
Indenture Default or Indenture Event of Default shall have occurred and be
continuing, the Indenture Trustee shall not make any distribution to the Owner
Trustee but shall hold amounts otherwise distributable to the Owner Trustee as
collateral security for the obligations secured hereby and invested as provided
in Section 7.04(b) until the earliest to occur of (a) the date on which such
Indenture Default or Indenture Event of Default shall have been cured or waived
and (b) such acceleration occurs and such amounts are applied pursuant to
Section 3.03(a); provided, that if any amounts are held pursuant to this
Section 3.03(b) for a period of 180 days during which time the Equipment Notes
could, but shall not have been, accelerated, then (x) all amounts then held by
the Indenture Trustee under this Section 3.03(b) with respect to such Indenture
Default or Indenture Event of Default which have been so held for at least 90
days shall on the 181st day be distributed to the Owner Trustee for
distribution in accordance with the terms of the Trust Agreement and (y) any
such amounts which are being held pursuant to this Section 3.03(b) with respect
to such Indenture Default or Indenture Event of Default but which have not been
held for at least 90 days shall, on the 91st day following the date on which
such amount was initially received by the Indenture Trustee, thereafter be
distributed to the Owner Trustee for distribution in accordance with the terms
of the Trust Agreement.

Section 3.04. Other Payments. Except as otherwise provided in
Section 3.03 or 3.05, (a) any payments received by the Indenture Trustee for
which no provision as to the application thereof is made in the Lease or the
Participation Agreement or elsewhere in this Article III, and (b) all payments
received and amounts realized by the Indenture Trustee under the Lease or
otherwise with respect to the Equipment to the extent received or realized at
any time after payment in full of the principal of and interest and Make-Whole
Amount, if any, on all Equipment Notes, as well as any other amounts remaining
as part of the Indenture Estate after payment in full of the principal of and
interest and Make-Whole Amount, if any, shall be distributed forthwith by the
Indenture Trustee in the order of priority set forth in Section 3.03(a), except
that in the case of any payment described in clause (b) above, such payment
shall be distributed omitting clause "third" of such Section 3.03(a) on all
Equipment Notes issued hereunder.

Any payments received by the Indenture Trustee for which provision as
to the application thereof is made in the Lease or the Participation Agreement
but not elsewhere in this Indenture shall be applied to the purposes for which
such payments were made in accordance with the provisions of the Lease or the
Participation Agreement, as the case may be.

Section 3.05. Distribution of Excepted Property. All amounts
constituting Excepted Property received by the Indenture Trustee shall be paid
promptly by the Indenture Trustee to the Person or Persons entitled thereto.

-15-
<PAGE> 20

ARTICLE IV.

ASSUMPTION OF OBLIGATIONS OF OWNER TRUSTEE BY LESSEE

Section 4.01. Assumption of Obligations of Owner Trustee by Lessee.
In the event that the Lessee shall have elected to assume all of the rights and
obligations of the Owner Trustee under this Indenture in respect of the
Equipment Notes in connection with the purchase by Lessee of Equipment pursuant
to Section 6.9 of the Participation Agreement or Section 22.1 of the Lease and,
if on or prior to the applicable purchase date:

(a) Lessee shall have delivered to the Indenture Trustee a
certificate, dated the date of such purchase, of a Responsible Officer stating
that Lessee has paid to the Owner Trustee all amounts required to be paid to
the Owner Trustee pursuant to Section 3.3 of the Lease in connection with such
purchase and assumption;

(b) no event which constitutes or, with the lapse of time or
notice, or both, would become, an Event of Default under this Agreement after
giving effect to the indenture supplement referred to below shall have occurred
and be continuing immediately subsequent to such purchase or assumption and the
Indenture Trustee shall have received a certificate, dated the date of such
purchase, of a Responsible Officer to such effect;

(c) the Indenture Trustee shall have received, on or prior to the
date of such purchase, evidence of all filings, recordings and other action
referred to in the Opinion or Opinions of Counsel referred to below;

(d) the Indenture Trustee shall have received an Opinion or
Opinions of Counsel for Lessee, dated the date of such purchase which without
unusual qualification shall be to the effect that, after giving effect to the
indenture supplement referred to below:

(i) this Indenture constitutes the legal, valid and
binding obligation of Lessee, enforceable against Lessee in accordance
with its terms, except as the same may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by general principles
of equity, and except as limited by applicable laws which may affect
the remedies provided for in this Indenture, which laws, however, do
not in the opinion of such counsel make the remedies provided for in
this Agreement inadequate for the practical realization of the rights
and benefits provided for in this Indenture; and

(ii) the Lien on the Equipment constitutes a
fully-perfected Lien and all filing, recording or other action
(specifying the same) necessary to perfect and protect the Lien of
this Agreement has been accomplished.

(e) upon delivery of an indenture supplement giving effect to such
assumption reasonably satisfactory to the Indenture Trustee, dated the date of
such purchase;

then, automatically and without the requirement of further action by any
person, effective as of the date of such purchase, the Owner Trustee shall be
released from all of its obligations under the

-16-
<PAGE> 21

Certificates and under this Indenture in respect of the Certificates or
otherwise (other than any obligations or liabilities of the Owner Trustee in
its individual capacity incurred on or prior to the date of such purchase or
arising out of or based upon events occurring on or prior to the date of such
purchase, which obligations and liabilities shall remain the sole
responsibility of the Owner Trustee) and the Lien of this Indenture upon the
sale proceeds paid or payable to the Owner Trustee shall be discharged. If
requested by the Owner Trustee, the Indenture Trustee shall execute and deliver
an instrument, in form and substance satisfactory to the Owner Trustee,
confirming such release and discharge.

ARTICLE V.

REMEDIES OF THE INDENTURE TRUSTEE UPON AN INDENTURE
EVENT OF DEFAULT

Section 5.01. Indenture Events of Default. The following events
shall constitute "Indenture Events of Default" and each such Indenture Event of
Default shall be deemed to exist and continue so long as, but only so long as,
it shall not have been remedied:

(a) subject to Section 5.04(a), a Lease Event of Default (other
than a Lease Event of Default by reason of a default by the Lessee to pay any
amounts which are part of the Excepted Property); or

(b) default by the Owner Trustee in making any payment when due of
principal of, Make-Whole Amount, if any, or interest on, any series of the
Equipment Notes or any Equipment Note or Equipment Notes, and the continuance
of such default unremedied for 10 Business Days after the same shall have
become due and payable; or

(c) any failure by the Owner Trustee or the Owner Participant to
observe or perform in any material respect any covenant or obligation of them
or any of them, in this Indenture or the Equipment Notes or any series thereof
(other than as set forth in clause (b) above) or in the Participation
Agreement, if such failure is not remedied within a period of 30 days after
there has been given to the Owner Trustee, the Owner Participant and the Lessee
by the Indenture Trustee or by any holder of an Equipment Note a written notice
specifying such failure and requiring it to be remedied; or

(d) any representation or warranty made by the Owner Trustee
(except to the extent made with respect to ______________________, in its
individual capacity) or the Owner Participant under the Participation
Agreement, or by the Owner Trustee hereunder, or by any representative of the
Owner Trustee or the Owner Participant in any document or certificate furnished
to the Indenture Trustee or the Loan Participant in connection herewith or
therewith or pursuant hereto or thereto, shall prove at any time to have been
incorrect in any material respect as of the date made and such incorrectness
shall remain material and continue unremedied for a period of 30 days after
there has been given to the Owner Trustee and the Owner Participant a written
notice specifying such incorrectness, stating that such incorrectness is a
default hereunder and requiring it to be remedied by the Indenture Trustee or
by any holder of an Equipment Note; or

-17-
<PAGE> 22

(e) the Owner Trustee (as Owner Trustee and not in its individual
capacity) or the Owner Participant shall consent to the appointment of a
custodian, receiver, trustee or liquidator of itself or of a substantial part
of its property or shall make a general assignment for the benefit of
creditors; or

(f) the Owner Trustee (as Owner Trustee and not in its individual
capacity) or the Owner Participant shall file, or consent by answer or
otherwise to the filing against it of, a petition for relief or reorganization
or arrangement or any other petition in bankruptcy, for liquidation or to take
advantage of any bankruptcy or insolvency law of any jurisdiction; or

(g) an order, judgment or decree shall be entered by any court of
competent jurisdiction appointing, without the consent of the Owner Trustee (as
Owner Trustee and not in its individual capacity) or the Owner Participant, a
receiver, trustee or liquidator of the Indenture Estate, the Owner Trustee (as
Owner Trustee and not in its individual capacity) or the Owner Participant, or
of any substantial part of its property, or granting any order for relief in
respect of the Owner Trustee (as Owner Trustee and not in its individual
capacity) or the Owner Participant under the Federal bankruptcy laws, and any
such order, judgment or decree of appointment shall remain in force
undismissed, unstayed or unvacated for a period of 60 days after the date of
entry thereof;

(h) a petition against the Owner Trustee (as Owner Trustee and not
in its individual capacity) or the Owner Participant, in a proceeding under the
Federal bankruptcy laws or other insolvency law, as now or hereafter in effect,
shall be filed and shall not be withdrawn or dismissed within 60 days
thereafter, or if, under the provisions of any law providing for reorganization
or winding-up of corporations which may apply to the Owner Trustee (as Owner
Trustee and not in its individual capacity) or the Owner Participant, any court
of competent jurisdiction shall assume jurisdiction, custody or control of the
Indenture Estate, the Owner Trustee (as Owner Trustee and not in its individual
capacity) or the Owner Participant or of any substantial part of its property
and such jurisdiction, custody or control shall remain in force unrelinquished,
unstayed or unterminated for a period of 60 days; or

[(i) default by the Owner Trustee in making repayment of any of the
Equipment Notes on the Mandatory Refinancing Date pursuant to Section 2.10
hereof.]

Notwithstanding any provision herein to the contrary, if an Indenture Event of
Default described in clause (e), (f), (g) or (h) of this Section 5.01 results
solely from the bankruptcy, reorganization, compromise, arrangement,
insolvency, readjustment of debt, dissolution or liquidation of Owner Trustee
solely in its individual capacity, and can be cured by the appointment of a
substitute Owner Trustee without adversely affecting the rights of the
Indenture Trustee hereunder, then Indenture Trustee shall refrain from the
exercise of any of the rights, powers or remedies pursuant to this Article V
for a period of 45 days, provided Owner Participant is diligently seeking to,
and does, replace the bank or trust company then serving as Owner Trustee which
replacement shall be deemed to cure such Indenture Event of Default.

Section 5.02. Acceleration; Rescission and Annulment. If an
Indenture Event of Default occurs and is continuing, the Indenture Trustee may,
and upon the directions of a Majority in Interest shall, subject to Section
5.04, declare the unpaid principal amount of all Equipment Notes then
outstanding and accrued interest thereon to be due and payable. At any time
after the Indenture Trustee has declared the unpaid principal amount of all
Equipment Notes then outstanding to be due

-18-
<PAGE> 23

and payable and prior to the sale of any of the Indenture Estate pursuant to
this Article V, a Majority in Interest, by written notice to the Owner Trustee,
the Lessee and the Indenture Trustee, may rescind and annul such declaration
and thereby annul its consequences if: (i) there has been paid to or deposited
with the Indenture Trustee an amount sufficient to pay all overdue installments
of interest on all of the Equipment Notes, and the principal of and Make-Whole
Amount, if any, on any Equipment Notes that have become due otherwise than by
such declaration of acceleration, (ii) the rescission would not conflict with
any judgment or decree, and (iii) all other Indenture Defaults and Indenture
Events of Default, other than nonpayment of principal or interest on any of the
Equipment Notes that have become due solely because of such acceleration, have
been cured or waived.

Section 5.03. Remedies with Respect to Indenture Estate. (a)
After an Indenture Event of Default shall have occurred and so long as such
Indenture Event of Default shall be continuing, then and in every such case the
Indenture Trustee, as assignee hereunder of the Lease or as mortgagee hereunder
of the Equipment or otherwise, may, and when required pursuant to the
provisions of Article VI hereof shall, subject to Sections 5.04 and 5.05,
exercise any or all of the rights and powers and pursue any and all of the
remedies pursuant to Section 15 of the Lease and this Article V and may recover
judgment in its own name as Indenture Trustee against the Indenture Estate and
may take possession of all or any part of the Indenture Estate, and may exclude
the Owner Trustee and the Owner Participant and all persons claiming under any
of them wholly or partly therefrom; provided, however, that nothing in this
Indenture shall permit or require the Indenture Trustee to take any action
contrary to, or to disturb, the Lessee's rights under the Lease, except in
accordance with the provisions of the Lease. The Indenture Trustee, after the
occurrence of any Indenture Event of Default, shall give the Owner Participant
and the Owner Trustee 10 Business Days' (or such shorter period as practical)
prior notice of the date before which the Indenture Trustee shall not exercise
any remedy which would result in the exclusion of the Owner Trustee from the
Indenture Estate or any part thereof; provided, however, such notice period
shall not be in addition to any other notice period provided herein and;
provided, further, that the failure to give such notice shall have no effect on
any action taken by the Indenture Trustee.

(b) Subject to Section 5.04 and Section 5.05, the Indenture
Trustee may, if at the time such action may be lawful and always subject to
compliance with any mandatory legal requirements, either with or without taking
possession, and either before or after taking possession, and without
instituting any legal proceedings whatsoever, and having first given notice of
such sale by registered mail to the Owner Trustee, the Owner Participant and
the Lessee once at least 20 days prior to the date of such sale or the date on
which the Indenture Trustee enters into a binding contract for a private sale,
and any other notice which may be required by law, sell and dispose of the
Indenture Estate, or any part thereof, or interest therein, at public auction
to the highest bidder or at private sale in one lot as an entirety or in
separate lots, and either for cash or on credit and on such terms as the
Indenture Trustee may determine, and at any place (whether or not it be the
location of the Indenture Estate or any part thereof) and time designated in
the notice above referred to; provided, however, that, notwithstanding any
provision herein to the contrary, the Indenture Trustee shall not sell any of
the Indenture Estate or exercise any other remedies which would result in the
exclusion of the Owner Trustee from the Indenture Estate or any part thereof
unless a declaration of acceleration has been made pursuant to Section 5.02;
provided, further, that, in the event the circumstances contemplated by Section
5.04(c) exist, the Indenture Trustee shall not be allowed to deliver the notice
required by this Section 5.03(b) until the earlier of (x) such time as such
circumstances no longer exist or (y) the expiration of the 90 day period set
forth in Section 5.04(c). Any such public sale or sales may be

-19-
<PAGE> 24

adjourned from time to time by announcement at the time and place appointed for
such sale or sales, or for any such adjourned sale or sales, without further
notice, and the Indenture Trustee or the holder or holders of any Equipment
Notes, or any interest therein, may bid and become the purchaser at any such
public sale. The Indenture Trustee may exercise such right without possession
or production of the Equipment Notes or proof of ownership thereof, and as
representative of the holders of each series may exercise such right without
including the holders as parties to any suit or proceeding relating to
foreclosure of any property in the Indenture Estate. The Owner Trustee hereby
irrevocably constitutes the Indenture Trustee the true and lawful
attorney-in-fact of the Owner Trustee (in the name of the Owner Trustee or
otherwise) for the purpose of effectuating any sale, assignment, transfer or
delivery for enforcement of the Lien of this Indenture, whether pursuant to
foreclosure or power of sale or otherwise, to execute and deliver all such
bills of sale, assignments and other instruments as the Indenture Trustee may
consider necessary or appropriate, with full power of substitution, the Owner
Trustee hereby ratifying and confirming all that such attorney or any
substitute shall lawfully do by virtue hereof. Nevertheless, if so requested
by the Indenture Trustee or any purchaser, the Owner Trustee shall ratify and
confirm any such sale, assignment, transfer or delivery, by executing and
delivering to the Indenture Trustee or such purchaser all bills of sale,
assignments, releases and other proper instruments to effect such ratification
and confirmation as may be designated in any such request.

(c) Subject to Section 5.04 and Section 5.05, the Owner Trustee
agrees, to the fullest extent that it lawfully may, that, in case one or more
of the Indenture Events of Default shall have occurred and be continuing, then,
in every such case, the Indenture Trustee may take possession of all or any
part of the Indenture Estate and may exclude the Owner Trustee and the Owner
Participant and all persons claiming under any of them wholly or partly
therefrom. At the request of the Indenture Trustee, the Owner Trustee shall
promptly execute and deliver to the Indenture Trustee such instruments of title
and other documents as the Indenture Trustee may deem necessary or advisable to
enable the Indenture Trustee or an agent or representative designated by the
Indenture Trustee, at such time or times and place or places as the Indenture
Trustee may specify, to obtain possession of all or any part of the Indenture
Estate. If the Owner Trustee shall fail for any reason to execute and deliver
such instruments and documents to the Indenture Trustee, the Indenture Trustee
may pursue all or part of the Indenture Estate wherever it may be found and may
enter any of the premises of the Lessee wherever the Indenture Estate may be or
be supposed to be and search for the Indenture Estate and, subject to Section
5.05, take possession of and remove the Indenture Estate. Upon every such
taking of possession, the Indenture Trustee may, from time to time, at the
expense of the Indenture Estate, make all such expenditures for maintenance,
insurance, repairs, replacements, alterations, additions and improvements to
any of the Indenture Estate, as it may deem proper. In each such case, the
Indenture Trustee shall have the right to use, operate, store, control or
manage the Indenture Estate, and to carry on the business and to exercise all
rights and powers of the Owner Trustee relating to the Indenture Estate, as the
Indenture Trustee shall deem best, including the right to enter into any and
all such agreements with respect to the maintenance, operation, leasing or
storage of the Indenture Estate or any part thereof as the Indenture Trustee
may determine; and the Indenture Trustee shall be entitled to collect and
receive all tolls, rents, revenues, issues, income, products and profits of the
Indenture Estate and every part thereof, without prejudice, however, to the
right of the Indenture Trustee under any provision of this Indenture to collect
and receive all cash held by, or required to be deposited with, the Indenture
Trustee hereunder. Such tolls, rents, revenues, issues, income, products and
profits shall be applied to pay the expenses of holding and operating the
Indenture Estate and of conducting the business thereof, and of all
maintenance, repairs,

-20-
<PAGE> 25

replacements, alterations, additions and improvements, and to make all payments
which the Indenture Trustee may be required or may elect to make, if any, for
taxes, assessments, insurance or other proper charges upon the Indenture Estate
or any part thereof (including the employment of engineers and accountants to
examine, inspect and make reports upon the properties and books and records of
the Indenture Estate), and all other payments which the Indenture Trustee may
be required or authorized to make under any provision of this Indenture, as
well as just and reasonable compensation for the services of the Indenture
Trustee, and of all persons properly engaged and employed by the Indenture
Trustee, including the reasonable expenses of the Indenture Trustee.

(d) If an Indenture Event of Default occurs and is continuing and
the Indenture Trustee shall have obtained possession of a Unit, the Indenture
Trustee shall not be obligated to use or operate such Unit or cause such Unit
to be used or operated directly or indirectly by itself or through agents or
other representatives or to lease, license or otherwise permit or provide for
the use or operation of such Unit or Equipment by any other Person unless (i)
the Indenture Trustee shall have been able to obtain insurance in kinds, at
rates and in amounts satisfactory to it in its reasonable discretion to protect
the Indenture Estate and the Indenture Trustee, as trustee and individually,
against any and all liability for loss or damage to such Unit and for public
liability and property damage resulting from use or operation of such Unit and
(ii) funds are available in the Indenture Estate to pay for all such insurance
or, in lieu of such insurance, the Indenture Trustee is furnished with
indemnification from the holders of the Equipment Notes or any other Person
upon terms and in amounts satisfactory to the Indenture Trustee in its
reasonable discretion to protect the Indenture Estate and the Indenture
Trustee, as trustee and individually, against any and all such liabilities.

(e) Notwithstanding anything contained herein, so long as the Pass
Through Trustee under any Pass Through Trust Agreement is the registered holder
of any Equipment Note issued hereunder, the Indenture Trustee is not authorized
or empowered to acquire title to any Indenture Estate or take any action with
respect to any Indenture Estate so acquired by it if such acquisition or action
would cause the trust created by the Trust Agreement or the Pass Through Trust
Agreement to fail to qualify as a "grantor trust" for federal income tax
purposes.

Section 5.04. Right to Cure; Option to Purchase; Etc.

(a) Right to Cure. (A) If there shall occur a Lease Event of
Default in respect of the payment of Basic Rent pursuant to Section 14(a) of
the Lease, then as long as no other Indenture Event of Default (other than
arising from such failure to pay Basic Rent or which is concurrently being
cured pursuant to this Section 5.04(a)) shall have occurred and be continuing
the Owner Participant or the Owner Trustee may (but need not) pay to the
Indenture Trustee, at any time prior to the expiration of a period of 10
Business Days (a "10-Day Period") after receiving written notice of such
default from the Indenture Trustee (prior to the expiration of which 10-Day
Period the Indenture Trustee shall not declare the Lease in default pursuant to
Section 15 thereof or exercise any of the rights, powers or remedies pursuant
to such Section 15 or this Article V), an amount equal to the full amount of
such payment of Basic Rent, together with any interest due thereon on account
of the delayed payment thereof, and such payment by the Owner Participant or
the Owner Trustee shall be deemed to cure any Indenture Event of Default which
arose from such failure of the Lessee (but such cure shall not relieve the
Lessee of any of its obligations and shall not cure any other Indenture Event
of Default) or (B) if there shall occur a Lease Event of Default in respect of
any other payment of Rent (other than Basic Rent) or a Lease Event of Default
shall have occurred and be continuing,

-21-
<PAGE> 26

which Lease Event of Default is curable by the payment of money (it being
understood that actions such as the obtaining of insurance or the procuring of
maintenance services can be so effected), then as long as no other Indenture
Event of Default (other than arising from such Lease Event of Default or which
is concurrently being cured pursuant to this Section 5.04(a)) shall have
occurred and be continuing the Owner Participant or the Owner Trustee may (but
need not) pay to the Indenture Trustee, at any time prior to the expiration of
a period of 30 days (a "30-Day Period") after receiving written notice of such
Lease Event of Default from the Indenture Trustee (prior to the expiration of
which 30-Day Period the Indenture Trustee shall not declare the Lease in
default pursuant to Section 15 thereof or exercise any of the rights, powers or
remedies pursuant to such Section 15 or this Article V), an amount equal to the
full amount of such payment of Rent, together with any interest due thereon on
account of the delayed payment thereof or otherwise make such payment as shall
effect such cure, and such payment by the Owner Participant or the Owner
Trustee shall be deemed to cure any Indenture Event of Default which arose from
such Lease Event of Default (but such cure shall not relieve the Lessee of any
of its obligations); provided however, Owner Participant and Owner Trustee,
collectively, shall not be entitled to (x) cure more than three consecutive or
six total defaults in the payment of Basic Rent, or (y) cure other Lease Events
of Default if the outstanding amount which has been paid by the Owner
Participant or the Owner Trustee and not reimbursed to such parties by the
Lessee pursuant to this clause (y) exceeds in the aggregate $5,000,000, as
adjusted annually for inflation as of January 1 of each calendar year, by the
percentage change in the Consumer Price Index, All Urban Consumers, All Cities,
as compared to the prior calendar year as published by the Bureau of Labor
Statistics of the United States Department of Labor. Upon any cure by the
Owner Participant or the Owner Trustee in accordance with the first sentence of
this Section 5.04(a), the Owner Participant or the Owner Trustee shall, to the
extent of their respective payments, be subrogated to the rights of the
Indenture Trustee, as assignee hereunder of the Owner Trustee to receive such
payment of Rent (and any interest due thereon on account of the delayed payment
thereof) or right of reimbursement, and shall be entitled to receive such
payment upon its receipt by the Indenture Trustee as aforesaid (but in each
case only if all amounts of principal and interest at the time due and payable
on the Equipment Notes shall have been paid in full); provided that neither the
Owner Participant nor the Owner Trustee shall attempt to recover any such
amount paid by it on behalf of the Lessee pursuant to this Section 5.04(a)
except by demanding of the Lessee payment of such amount or by commencing an
action against the Lessee to require the payment of such amount.

(b) Option to Purchase Equipment Notes. In the event that (i) at
any time one or more Lease Events of Default shall have occurred and any such
Lease Event of Default shall have continued for a period of 180 days or more
during which time the Equipment Notes could, but shall not, have been
accelerated pursuant to Section 5.02, (ii) the Equipment Notes shall have been
accelerated pursuant to Section 5.02, (iii) the Indenture Trustee, as assignee
hereunder of the Lease, shall have exercised (or given notice of its intention
to exercise) any remedy in respect of the Units under the Lease, or (iv) the
Indenture Trustee shall commence foreclosure of the Lien of this Indenture or
otherwise exercise remedies which would result in the exclusion of the Owner
Trustee from the Indenture Estate or any part thereof (or give notice of its
intention to foreclose or exercise remedies), then and in any such case, so
long as the Lessee and its Affiliates do not individually or in the aggregate
own more than 20% of the Beneficial Interest, upon 30 days' notice from the
Owner Trustee to the Indenture Trustee designating a date of purchase (the
"Purchase Date") which shall be the second day of any month, each holder of an
Equipment Note agrees that it will, upon and subject to receipt by the
Indenture Trustee from the Owner Trustee or its nominee of an amount equal to
the aggregate unpaid principal amount of all Equipment Notes, together with
accrued interest thereon to

-22-
<PAGE> 27

the Purchase Date, plus all other sums then due and payable to such holder of
an Equipment Note hereunder, but, except in the case of purchase of the
Equipment Notes pursuant to clause (iv) above if the right to exercise any
remedies arises because of an Indenture Event of Default arising from action
attributable to the Owner Trustee or the Owner Participant, without any
Make-Whole Amount, forthwith sell, assign, transfer and convey to the Owner
Trustee or its nominee on the Purchase Date all of the right, title and
interest of such holder in and to the Equipment Notes then held by such holder,
and the Owner Trustee or its nominee shall assume all of such holder's
obligations under the Participation Agreement; provided that the Owner Trustee
or its nominee must purchase all and not less than all of the Equipment Notes
then outstanding.

(c) Restrictions on Certain Actions. Notwithstanding any
provision of this Indenture to the contrary, the Indenture Trustee shall not
foreclose the Lien of this Indenture or otherwise exercise remedies hereunder
which would result in the exclusion of the Owner Trustee from the Indenture
Estate or any part thereof as a result of an Indenture Event of Default that
constitutes or occurs solely by virtue of one or more Lease Events of Default
(at a time when no other Indenture Event of Default unrelated to any Lease
Event of Default shall have occurred and be continuing) unless the Indenture
Trustee as security assignee of the Owner Trustee has proceeded or is then
currently proceeding, to the extent it is then entitled to do so hereunder and
under the Lease and is not then stayed or otherwise prevented from doing so by
operation of law, to exercise one (or more, as it shall in its good faith
discretion determine) of the comparable remedies provided for in Section 15 of
the Lease with respect to the Equipment, provided that in the event the
Indenture Trustee shall be so stayed or otherwise prevented from exercising
such remedies under the Lease, it shall in any event refrain from so
foreclosing or exercising such other remedies hereunder for a period of not
less than 90 days, and further provided that in the event the Lessee as debtor
in a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee
appointed for the Lessee as debtor in any such bankruptcy case) shall have
affirmed the Lease and no Lease Event of Default other than as specified in
Section 14(g) or Section 14(h) of the Lease has occurred and is continuing,
with the approval of the bankruptcy court having jurisdiction over such case,
under Section 365 of the Bankruptcy Code or any amended or successor version
thereof, the Indenture Trustee shall refrain from so foreclosing or exercising
such other remedies hereunder.

Section 5.05. Rights of Lessee. Notwithstanding the provisions of
this Indenture, including, without limitation, Section 5.03, so long as no
Lease Event of Default shall have occurred and be continuing, neither the
Indenture Trustee nor the Owner Trustee shall take any action contrary to, or
disturb, the Lessee's rights under the Lease, except in accordance with the
provisions of the Lease, including, without limitation, (i) the right to
receive all monies due and payable to it in accordance with the provisions of
the Lease and (ii) the Lessee's rights to possession and use of, and of quiet
enjoyment of, the Equipment.

Section 5.06. Waiver of Existing Defaults. A Majority in Interest
by notice to the Indenture Trustee on behalf of all holders of the Equipment
Notes may waive any past default hereunder and its consequences, except a
default: (i) in the payment of the principal of, Make-Whole Amount, if any, or
interest on any Equipment Note, or (ii) in respect of a covenant or provision
hereof which under Article X hereof cannot be modified or amended without the
consent of the holder of each Equipment Note affected. Upon any such waiver,
such default shall cease to exist, and any Indenture Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but

-23-
<PAGE> 28

no such waiver shall extend to any subsequent or other default or impair any
right consequent thereon.

ARTICLE VI.
DUTIES OF THE INDENTURE TRUSTEE

Section 6.01. Action upon Indenture Event of Default. If any
payments of Interim Interest or Basic Rent or payments of the principal or
interest or Make-Whole Amount, if any, on the Equipment Notes due and payable
on any Rent Payment Date shall not have been paid in full on such Rent Payment
Date, the Indenture Trustee shall give telephonic notice within one Business
Day (followed by prompt written notice) to the Owner Trustee, the Owner
Participant, the Loan Participant and the Lessee specifying the amount and
nature of such deficiency in payment. In the event the Indenture Trustee shall
have knowledge of an Indenture Event of Default or an Indenture Default, the
Indenture Trustee shall give prompt notice of such Indenture Event of Default
or Indenture Default to the Lessee, the Owner Trustee, the Owner Participant
and the Loan Participant by telegram, telex, or telephone (to be promptly
confirmed in writing). In the event the Owner Trustee shall have knowledge of
an Indenture Event of Default or an Indenture Default, the Owner Trustee shall
give notice of such Indenture Event of Default or Indenture Default in the same
manner to the Lessee, the Indenture Trustee, the Owner Participant and the Loan
Participant. Subject to the terms of Section 6.03, the Indenture Trustee shall
take such action, or refrain from taking such action, with respect to such
Indenture Event of Default or Indenture Default as the Indenture Trustee shall
be instructed in writing by a Majority in Interest. If the Indenture Trustee
shall not have received instructions as above provided within 20 days after the
mailing of notice of such Indenture Event of Default or such Indenture Default
to the Loan Participant by the Indenture Trustee, the Indenture Trustee may,
but shall not be obligated to, take such action, or refrain from taking such
action, with respect to such Indenture Event of Default or Indenture Default as
it shall determine to be advisable in the best interests of the Loan
Participant. Any provision of this Section 6.01 to the contrary
notwithstanding, the Indenture Trustee shall not declare the Lease to be in
default solely in respect of the Lessee's failure to make any payment of Basic
Rent within 5 Business Days after the same shall have become due, unless the
10-Day Period within which, pursuant to Section 5.04(a), the Owner Participant
or the Owner Trustee are entitled to cure such failure shall have expired. For
all purposes of this Indenture, in the absence of actual knowledge, neither the
Owner Trustee nor the Indenture Trustee shall be deemed to have knowledge of an
Indenture Event of Default (except, in the case of the Indenture Trustee, the
failure of the Lessee to pay any installment of Basic Rent that is required to
be paid directly to the Indenture Trustee within the 5 Business Days after the
same shall become due or the failure of the Lessee to maintain insurance as
required under Section 12 of the Lease if the Indenture Trustee shall receive
notice thereof from an insurer or insurance broker) unless notified in writing
by the Lessee, the Owner Trustee, one or more Loan Participants or the Owner
Participant; and "actual knowledge" (as used in the foregoing clause) of the
Owner Trustee or the Indenture Trustee shall mean actual knowledge of an
officer in the Corporate Trust Administration of the Owner Trustee or the
Corporate Trust Department of the Indenture Trustee, as the case may be.

Section 6.02. Action upon Instructions. Subject to the terms of
Sections 6.01 and 6.03, upon the written instructions at any time and from time
to time of a Majority in Interest, the Indenture Trustee shall take such of the
following actions as may be specified in such instructions (subject to the
rights of the other parties thereto, except to the extent assigned hereunder):
(i) subject

-24-
<PAGE> 29

to and solely to the extent permitted by the terms hereof and of the Lease,
give such notice, direction or consent, or exercise such right, remedy or power
hereunder or under the Lease or in respect of any part or all of the Indenture
Estate or take such other action as shall be specified in such instructions;
and (ii) after an Indenture Event of Default shall have occurred and so long as
such Indenture Event of Default shall be continuing, approve as satisfactory to
it all matters required by the terms of the Lease to be satisfactory to the
Owner Trustee, it being understood that without the written instructions of a
Majority in Interest the Indenture Trustee shall not take any action described
in clauses (i) and (ii) above.

Upon the expiration or earlier termination of the Lease Term with
respect to any Unit under the Lease and after payment of the portion of the
principal of, together with interest and Make-Whole Amount, if any, on the
Equipment Notes in accordance with the terms of this Indenture, or, if and so
long as no Indenture Event of Default shall have occurred and be continuing,
upon the transfer by the Owner Trustee to the Lessee or its designee of any
Unit pursuant to Section 10 or 11 of the Lease or the retention by the Owner
Trustee of any Unit pursuant to Section 10. 3 of the Lease, then the Indenture
Trustee shall in either such case, upon the written request of the Owner
Trustee, and receipt by the Indenture Trustee of funds necessary to prepay the
Equipment Notes required to be prepaid in connection with such purchase,
termination, retention or Event of Loss, execute and deliver to, or as directed
in writing by, the Owner Trustee an appropriate instrument (in due form for
recording) furnished by the Owner Trustee or the Lessee releasing such property
from the Lien of this Indenture.

Section 6.03. Indemnification. (a) The Indenture Trustee shall
not be required to take any action or refrain from taking any action under
Section 6.01 (other than the first two sentences thereof) or 6.02 or Article V
if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnification against such risk is not reasonably assured to it.
The Indenture Trustee shall not be required to take any action under Section
6.01 or 6.02 or Article V, nor shall any other provision of this Indenture be
deemed to impose a duty on the Indenture Trustee to take any action, if the
Indenture Trustee shall have been advised in writing by independent counsel
that such action is contrary to the terms hereof or of the Lease or the
Participation Agreement, or is otherwise contrary to law.

(b) Each Loan Participant may, but shall not be required to,
participate in any indemnification of the Indenture Trustee given pursuant to
paragraph (a) of this Section 6.03. Each Loan Participant so participating
shall be entitled to reimbursement for such participation in accordance with
Article III.

Section 6.04. No Duties Except as Specified in Indenture or
Instructions. The Indenture Trustee shall not have any duty or obligation to
manage, control, use, sell, dispose of or otherwise deal with the Equipment or
any other part of the Indenture Estate, or to otherwise take or refrain from
taking any action under, or in connection with, this Indenture, the Lease, or
the Participation Agreement, except as expressly provided by the terms of this
Indenture or as expressly provided in written instructions received pursuant to
the terms of Section 6.01 or 6.02; and no implied duties or obligations shall
be read into this Indenture against the Indenture Trustee. Each of the Owner
Trustee (only in its individual capacity) and the Indenture Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take
such action as may be necessary duly to discharge any liens or encumbrances on
any part of the Indenture Estate, or on any properties of the Owner Trustee
assigned, pledged or mortgaged as part of the Indenture Estate, which result
from claims against it in

-25-
<PAGE> 30

its individual capacity not related to the ownership of the Equipment (in the
case of the Owner Trustee), administration of the Indenture Estate (in the case
of the Indenture Trustee) or any other transaction under this Indenture or the
Trust Agreement or any document included in the Indenture Estate.

Section 6.05. No Action Except under Lease, Indenture or
Instructions. The Indenture Trustee agrees that it will not manage, control,
use, sell, dispose of or otherwise deal with the Equipment or other property
constituting part of the Indenture Estate except (i) as required by the terms
of the Lease and the Participation Agreement, (ii) in accordance with the
powers granted to, or the authority conferred upon, the Indenture Trustee
pursuant to this Indenture, or (iii) in accordance with the express terms
hereof or with written instructions pursuant to Section 6.01 or 6.02.

Section 6.06. Disposition of Units. At any time and from time to
time prior to the expiration of the Lease Term, any Unit for which the
provisions of Section 11.4(a) of the Lease has been satisfied may be disposed
of in accordance with the provisions of Section 11.4(a) of the Lease, and the
Owner Trustee shall, from time to time, direct the Indenture Trustee to,
provided no Lease Event of Default shall have occurred and be continuing,
execute and deliver to it, or as directed in writing by the Owner Trustee, an
appropriate instrument furnished by the Owner Trustee or the Lessee releasing
such Unit from the Lien of the Indenture, but only in respect of such Unit.

Section 6.07. Indenture Supplements for Replacements. In the event
of a Replacement Unit being substituted as contemplated by Section 11.2 of the
Lease, the Owner Trustee and the Indenture Trustee agree for the benefit of the
holders of the Equipment Notes and the Lessee, subject to compliance by the
Lessee with its obligations set forth in Section 11 of the Lease, to execute
and deliver an Indenture Supplement substantially in the form of Exhibit A
hereto and, provided no Lease Event of Default or Lease Default shall have
occurred and be continuing, execute and deliver to the Lessee an appropriate
instrument releasing the Unit being replaced from the Lien of the Indenture.

Section 6.08. Effect of Replacements. In the event of the
substitution of a Replacement Unit, all provisions of this Indenture relating
to the Unit or Units being replaced shall be applicable to such Replacement
Unit with the same force and effect as if such Replacement Unit was the same
Unit being replaced.

Section 6.09. Withholding Taxes. The Indenture Trustee, as agent
for the Owner Trustee, shall exclude and withhold from each payment of
principal, Make-Whole Amount, if any, and interest and other amounts due
hereunder or under the Equipment Notes any and all withholding taxes applicable
thereto as required by law. The Indenture Trustee agrees to act as such
withholding agent and, in connection therewith, whenever any present or future
taxes or similar charges are required to be withheld with respect to any
amounts payable in respect of any of the Equipment Notes, to withhold such
amounts and timely pay the same to the appropriate authority in the name of and
on behalf of the holders of such Equipment Notes, that it will file any
necessary withholding tax returns or statements when due, and that, as promptly
as possible after the payment thereof, it will deliver to each holder of an
Equipment Note appropriate documentation showing the payment thereof, together
with such additional documentary evidence as such holders may reasonably
request from time to time.

Section 6.10. Lessee's Right of Quiet Enjoyment. Notwithstanding
any of the provisions of this Indenture to the contrary, so long as Lessee is
in compliance with its obligations under the Lease

-26-
<PAGE> 31

(including applicable grace periods) and no Lease Event of Default has occurred
and is continuing unremedied, the Indenture Trustee will comply with Section 8
of the Participation Agreement to the same extent as if it were the Lessor
under the Lease. Each holder of an Equipment Note, by its acceptance thereof,
consents in all respects to the terms of the Lease and the Participation
Agreement and agrees to the provisions of this Section 6.10.

Section 6.11. Compensation and Indemnity. (a) The Owner Trustee
shall pay to the Indenture Trustee, from time to time, on demand, all funds
received for such purposes from the Lessee for (i) reasonable compensation for
the Indenture Trustee's services, which compensation shall not be limited by
any law on compensation of a trustee of an express trust, (ii) reimbursement
for all reasonable out-of-pocket expenses incurred by the Indenture Trustee in
connection with the performance of its duties under this Indenture (including
the reasonable compensation and expenses of the Indenture Trustee's counsel and
any agent appointed in accordance with Section 7.05 and (iii) in respect of any
loss or liability incurred by it arising out of or in connection with its
acceptance or administration of the trust or trusts hereunder except (A) as
such expenses or loss or liability might result from the gross negligence or
wilful misconduct of the Indenture Trustee or the inaccuracy of any
representation or warranty of the Indenture Trustee in Section 3.3 of the
Participation Agreement, and (B) as otherwise excluded by the terms of Sections
7.1 and 7.2 of the Participation Agreement from the Lessee's indemnities under
said sections; provided that, so long as the Lease is in effect, the Indenture
Trustee shall not make any claim under this Section 6. 11 for any claim or
expense indemnified against by the Lessee under the Participation Agreement
without first making demand on the Lessee for payment of such claim or expense.
The Indenture Trustee shall notify the Owner Trustee and the Lessee promptly of
any claim for which it may seek indemnity. The Owner Trustee shall have the
right to defend the claim and the Indenture Trustee shall cooperate in the
defense. The Indenture Trustee may have separate counsel and the Owner
Trustee, subject to limitations set forth in the preceding sentence, shall pay
the reasonable fees and expenses of such counsel. The Owner Trustee need not
pay for any settlement made without its and the Lessee's consent.

ARTICLE VII.
THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE

Section 7.01. Acceptance of Trusts and Duties. The Indenture
Trustee accepts the trusts hereby created and applicable to it and agrees to
perform the same but only upon the terms of this Indenture and agrees to
receive and disburse all moneys received by it constituting part of the
Indenture Estate in accordance with the terms hereof. The Indenture Trustee
shall not be answerable or accountable under any circumstances, except for its
own willful misconduct or gross negligence (or negligence or willful misconduct
in the case of application or investment of moneys constituting the Indenture
Estate) or breach of any of its representations or warranties or covenants set
forth herein or in the Participation Agreement, or the performance of its
obligations under the last sentence of Section 6.04; and the Owner Trustee
shall not be liable for any action or inaction of the Indenture Trustee and the
Indenture Trustee shall not be liable for any action or inaction of the Owner
Trustee. The Owner Trustee shall not be deemed a trustee for, or agent of, the
holders of the Equipment Notes for any purpose.

Section 7.02. Absence of Duties. Except in accordance with written
instructions or requests furnished pursuant to Section 6.01 or Section 6.02 and
except as provided in, and without limiting the

-27-
<PAGE> 32

generality of, Section 6.04, the Indenture Trustee shall have no duty (i) to
see to any registration of the Equipment or any recording or filing of the
Lease, or of this Indenture or any other document, or to see to the maintenance
of any such registration, recording or filing, (ii) to see to any insurance on
the Equipment or to effect or maintain any such insurance, whether or not the
Lessee shall be in default with respect thereto, (iii) to confirm, verify or
inquire into the failure to receive any financial statements of the Lessee or
(iv) to inspect the Equipment at any time or ascertain or inquire as to the
performance or observance of any of the Lessee's covenants under the Lease with
respect to the Equipment. Notwithstanding the foregoing, the Indenture Trustee
will furnish to any Loan Participant, so long as such Loan Participant or its
nominees shall hold any of the Equipment Notes, promptly upon receipt thereof,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and other instruments furnished to the Indenture Trustee
under this Indenture, to the extent that the same shall not have been furnished
to the Indenture Trustee and the Loan Participants pursuant to the Lease.

Section 7.03. No Representations or Warranties as to the Equipment
or Documents. Neither the Owner Trustee nor the Owner Trustee in its
individual capacity nor the Indenture Trustee makes or shall be deemed to have
made (i) any representation or warranty, express or implied, as to the value,
condition, design, operation, merchantability or fitness for use of the
Equipment or as to their title thereto, or any other representation or warranty
with respect to the Equipment whatsoever, or (ii) any representation or
warranty as to the validity, legality or enforceability of this Indenture, the
Trust Agreement, the Participation Agreement, the Equipment Notes, the Lease,
any Lease Supplement, any Indenture Supplement or any other document or
instrument or as to the correctness of any statement contained in any thereof
(except as to the representations and warranties made by the Owner Trustee in
its individual capacity as set forth in Section 3.1 of the Participation
Agreement), except that the Owner Trustee and the Indenture Trustee each in its
individual capacity hereby confirms the representations and warranties made by
it in its individual capacity in Sections 3. 1 and 3.3, respectively, of the
Participation Agreement.

Section 7.04. No Segregation of Moneys; No Interest; Investments.
(a) Subject to Section 7.04(b), no moneys received by the Indenture Trustee
hereunder need be segregated in any manner except to the extent required by
law, and any such moneys may be deposited under such general conditions for the
holding of trust funds as may be prescribed by law applicable to the Indenture
Trustee, and, except as otherwise agreed by the Owner Trustee or the Indenture
Trustee, as the case may be, neither the Owner Trustee nor the Indenture
Trustee shall be liable for any interest thereon.

(b) Any amounts held by the Indenture Trustee pursuant to the
express terms of this Indenture or the Lease and not required to be distributed
as herein provided shall be invested and reinvested by the Indenture Trustee
from time to time in Specified Investments at the written direction and at the
risk and expense of the Lessee, except that in the absence of any such
direction, such amounts need not be invested and reinvested and except that
after a Lease Event of Default shall have occurred and be continuing, such
amounts shall be so invested and reinvested by the Indenture Trustee in
Indenture Investments. Any net income or gain realized as a result of any such
investments or reinvestment shall be held as part of the Indenture Estate and
shall be applied by the Indenture Trustee at the same times, on the same
conditions and in the same manner as the amounts in respect of which such
income or gain was realized are required to be distributed in accordance with
the provisions hereof or of the Lease pursuant to which such amounts were
required to be held and if no Lease Event of Default shall have occurred and be
continuing any excess shall be paid to the

-28-
<PAGE> 33

Lessee. Any such Specified Investments or Indenture Investments may be sold or
otherwise reduced to cash (without regard to maturity date) by the Indenture
Trustee whenever necessary to make any application as required by such
provisions. The Indenture Trustee shall have no liability for any loss
resulting from any such investment or reinvestment other than by reason of the
willful misconduct or gross negligence of the Indenture Trustee.

Section 7.05. Reliance; Agents; Advice of Counsel. The Indenture
Trustee shall incur no liability to anyone acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. The Indenture
Trustee may accept a copy of a resolution of the Board of Directors of any
party to the Participation Agreement, certified by the Secretary or an
Assistant Secretary of such party as duly adopted and in full force and effect,
as conclusive evidence that such resolution has been duly adopted by said Board
and that the same is in full force and effect. As to any fact or matter the
manner of ascertainment of which is not specifically described herein, the
Indenture Trustee may for all purposes hereof rely on a certificate, signed by
an officer of the Lessee, as to such fact or matter, and such certificate shall
constitute full protection to the Indenture Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon. The Indenture
Trustee shall furnish to the Owner Trustee upon request such information and
copies of such documents as the Indenture Trustee may have and as are necessary
for the Owner Trustee to perform its duties under Article II hereof. The
Indenture Trustee shall assume, and shall be fully protected in assuming, that
the Owner Trustee is authorized by the Trust Agreement to enter into this
Indenture and to take all action permitted to be taken by it pursuant to the
provisions hereof, and need not inquire into the authorization of the Owner
Trustee with respect thereto. In the administration of the trusts hereunder,
the Indenture Trustee may execute any of the trusts or powers hereof and
perform its powers and duties hereunder directly or through agents or attorneys
and may, at the reasonable expense of the Indenture Estate, consult with
independent counsel, accountants and other skilled persons to be selected and
employed by it, and the Indenture Trustee shall not be liable for anything
done, suffered, or omitted in good faith by it in accordance with the written
advice or opinion of any such independent counsel, accountants or other skilled
persons acting within such persons' area of competence (so long as the
Indenture Trustee shall have exercised reasonable care in selecting such
persons).

Section 7.06. Not Acting in Individual Capacity. The Owner Trustee
and the Indenture Trustee each acts hereunder solely as trustee hereunder and,
in the case of the Owner Trustee, under the Trust Agreement and not in its
individual capacity unless otherwise expressly provided; and all Persons, other
than the holders of Equipment Notes to the extent expressly provided in this
Indenture, having any claim against the Owner Trustee or the Indenture Trustee
by reason of the transactions contemplated hereby shall, subject to the Lien
and priorities of payment as herein provided, look only to the Indenture Estate
for payment or satisfaction thereof.

-29-
<PAGE> 34

ARTICLE VIII.
CERTAIN LIMITATIONS ON OWNER TRUSTEE'S
AND INDENTURE TRUSTEE'S RIGHTS

Section 8.01. Certain Limitations on Owner Trustee's and Indenture
Trustee's Rights. Each of the Owner Trustee and the Indenture Trustee agree
that it shall have no right against the holders of the Equipment Notes or the
Indenture Estate (except in the case of the Indenture Trustee as expressly
provided in Section 5.03 hereof) for any fee as compensation for its services
hereunder or any expenses or disbursements incurred in connection with the
exercise and performance of its powers and duties hereunder or any
indemnification against liability which it may incur in the exercise and
performance of such powers and duties but, on the contrary, shall look solely
to the Lessee for such payment and indemnification and that neither the Owner
Trustee nor the Indenture Trustee shall have any lien on nor security interest
in the Indenture Estate as security for such compensation, expenses, reasonable
counsel fees, if any, disbursements and indemnification.

ARTICLE IX.
SUCCESSOR TRUSTEES

Section 9.01. Notice of Successor Owner Trustee. In the case of
any appointment of a successor Owner Trustee pursuant to the Trust Agreement or
any merger, conversion, consolidation or sale of substantially all the business
involving the Owner Trustee pursuant to the Trust Agreement, the successor
Owner Trustee shall give prompt written notice thereof to the Indenture
Trustee, the Lessee and the holders of all Equipment Notes at the time
outstanding.

Section 9.02. Resignation of Indenture Trustee; Appointment of
Successor. The resignation or removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee shall become effective only upon
the successor Indenture Trustee's acceptance of appointment as provided in this
Section 9.02. The Indenture Trustee or any successor thereto may resign at any
time without cause by giving at least 30 days' prior written notice to the
Owner Trustee, the Owner Participant, the Lessee and the holders of the
Equipment Notes. A Majority in Interest may at any time remove the Indenture
Trustee without cause by an instrument in writing delivered to the Owner
Trustee, the Owner Participant, the Lessee and the Indenture Trustee. The
Owner Trustee may remove the Indenture Trustee if: (1) the Indenture Trustee
fails to comply with Section 9.02(c); (2) the Indenture Trustee is adjudged a
bankrupt or an insolvent; (3) a receiver or public officer takes charge of the
Indenture Trustee or its property; or (4) the Indenture Trustee becomes
incapable of performing its duties hereunder.

(a) In the case of the resignation or removal of the Indenture
Trustee, the Owner Trustee shall, unless otherwise directed by a Majority in
Interest, promptly appoint a successor Indenture Trustee, provided that a
Majority in Interest may appoint, within one year after such resignation or
removal, a successor Indenture Trustee which may be other than the successor
Indenture Trustee appointed as provided above, and such successor Indenture
Trustee appointed as provided above shall be superseded by the successor
Indenture Trustee so appointed by a Majority in Interest. If a successor
Indenture Trustee shall not have been appointed and accepted its appointment
hereunder within 60 days after the Indenture Trustee gives notice of
resignation or is removed as provided above, the retiring Indenture Trustee,
the Lessee, the Owner Trustee or a Majority in Interest may

-30-
<PAGE> 35

petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee. Any successor Indenture Trustee so appointed by such court
shall immediately and without further act be superseded by any successor
Indenture Trustee appointed as provided in the proviso to the first sentence of
this paragraph (a) within one year from the date of the appointment by such
court.

(b) Any successor Indenture Trustee, however appointed, shall
execute and deliver to the Owner Trustee and the Lessee and to the predecessor
Indenture Trustee an instrument accepting such appointment, and thereupon such
successor Indenture Trustee, without further act, shall become vested with all
the estates, properties, rights, powers, duties and trusts of the predecessor
Indenture Trustee hereunder in the trusts hereunder applicable to it with like
effect as if originally named the Indenture Trustee herein; but nevertheless,
upon the written request of such successor Indenture Trustee, such predecessor
Indenture Trustee shall execute and deliver an instrument transferring to such
Indenture Trustee, upon the trusts herein expressed applicable to it, all the
estates, properties, rights, powers and trusts of such predecessor Indenture
Trustee, and such Indenture Trustee shall duly assign, transfer, deliver and
pay over to such successor Indenture Trustee all moneys or other property then
held by such predecessor Indenture Trustee hereunder.

(c) The Indenture Trustee shall be a bank or trust company
organized under the laws of the United States or any State thereof having a
combined capital and surplus of at least $100,000,000, if there be such an
institution willing, able and legally qualified to perform the duties of the
Indenture Trustee hereunder upon reasonable or customary terms.

(d) Any corporation into which the Indenture Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Indenture Trustee
shall be a party, or any corporation to which substantially all the corporate
trust business of the Indenture Trustee may be transferred, shall, subject to
the terms of paragraph (c) of this Section, be the Indenture Trustee under this
Indenture without further act.

ARTICLE X.
SUPPLEMENTS AND AMENDMENTS
TO THIS INDENTURE AND OTHER DOCUMENTS

Section 10.01. Supplemental Indentures without Consent of Holders.
(a) The Owner Trustee and the Indenture Trustee, at any time and from time to
time, without notice to or the consent of any holders of any Equipment Notes,
may enter into one or more indentures supplemental hereto for any of the
following purposes:

(i) to correct or amplify the description of any property
at any time subject to the Lien of this Indenture or better to assure,
convey and confirm unto the Indenture Trustee any property subject or
required to be subject to the Lien of this Indenture or to subject to
the Lien of this Indenture any Unit or Units substituted for any Unit
or Units in accordance with the Lease; provided, however, that
indenture supplements entered into for the purpose of subjecting to
the Lien of this Indenture any Unit or Units substituted for any in
accordance with the Lease need only be executed by the Owner Trustee;
or

-31-
<PAGE> 36

(ii) to evidence the succession of another trustee to the
Owner Trustee and the assumption by any such successor of the
covenants of the Owner Trustee herein and in the Equipment Notes
contained, or to evidence (in accordance with Article IX) the
succession of a new Indenture Trustee hereunder; or

(iii) to add to the covenants of the Owner Trustee, for the
benefit of the holders of any of the Equipment Notes, or to surrender
any right or power herein conferred upon the Owner Trustee; or

(iv) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other
provision herein, or to make any other provisions with respect to
matters or questions arising hereunder so long as any such action does
not adversely affect the interests of the holders of any of the
Equipment Notes;

provided that no such supplement to this Indenture or waiver or modification of
the terms hereof shall adversely affect in a substantive manner the interests
of the Lessee without the Lessee's prior written consent, and in no event shall
the terms of the proviso to Section 5.03(a) or Section 5.05 be so altered or
modified without such Lessee consent.

(b) Supplemental Indentures with Consent of Majority In Interest.
With the written consent of a Majority in Interest, the Owner Trustee (but only
on the written request of the Owner Participant) may, and the Indenture
Trustee, subject to Section 10.02 hereof, shall, at any time and from time to
time, enter into an indenture or indentures supplemental hereto for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights and
obligations of holders of any of the Equipment Notes and of the Owner Trustee
under this Indenture; provided, however, without the consent of each holder of
an Equipment Note affected thereby, no such supplemental indenture shall:

(1) except as expressly provided by Section 10.01(c),
change the final maturity of the principal of any Equipment Note, or
change the dates or amounts of payment of any installment of the
principal of, Make-Whole Amount, if any, or interest on any Equipment
Note, or reduce the principal amount thereof or the Make-Whole
Amount, if any, or interest thereon, or change to a location outside
the United States the place of payment where, or the coin or currency
in which, any Equipment Note or the Make-Whole Amount, if any, or
interest thereon is payable, or impair the right to institute suit for
the enforcement of any such payment of principal or Make-Whole Amount,
if any, or interest on or after the date such principal or Make-Whole
Amount, if any, or interest becomes due and payable; or

(2) create any Lien with respect to the Indenture Estate
ranking prior to, or on a parity with, the security interest created
by this Indenture except such as are permitted by this Indenture, or
deprive any holder of an Equipment Note of the benefit of the Lien on
the Indenture Estate created by this Indenture; or

(3) reduce the percentage in principal amount of any of
the Equipment Notes, the consent of whose holders is required for any
such supplemental indenture, or the consent of whose holders is
required for any waiver (of compliance with certain provisions of this

-32-
<PAGE> 37

Indenture, or of certain defaults hereunder and their consequences)
provided for in this Indenture; or

(4) modify any provisions of this Section 10.01(b),
except to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the holder of each
Equipment Note affected thereby;

Section 10.02. Indenture Trustee Protected. If in the opinion of
the Indenture Trustee any document required to be executed pursuant to the
terms of Section 10.01 adversely affects any right, duty, immunity or indemnity
in favor of the Indenture Trustee under this Indenture, the Participation
Agreement or the Lease, the Indenture Trustee may in its discretion decline to
execute such document.

Section 10.03. Request of Substance, Not Form. It shall not be
necessary for the consent of the holders of Equipment Notes under Section
10.01(b) to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

Section 10.04. Documents Mailed to Holders. Promptly after the
execution by the Indenture Trustee of any document entered into pursuant to
Section 10.01(b), the Indenture Trustee shall mail, by first-class mail,
postage prepaid, a conformed copy thereof to each holder of an Equipment Note
at its address last known to the Indenture Trustee, but the failure of the
Indenture Trustee to mail such conformed copies shall not impair or affect the
validity of such document.

Section 10.05. Amendments, Waivers, Etc. of Other Documents. (a)
Without the consent of a Majority in Interest, the respective parties to the
Lease, the Participation Agreement and the Trust Agreement may not modify,
amend or supplement any of such agreements, or give any consent, waiver,
authorization or approval thereunder, for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions thereof or of
modifying in any manner the rights of the respective parties thereunder;
provided, however, that the actions specified in subsection (b) of this Section
10.05 may be taken, except as otherwise expressly provided therein, without the
consent of the Indenture Trustee or of a Majority in Interest or any holder of
an Equipment Note.

(b) Subject to the provisions of subsection (c) of this Section
10.05, the respective parties to the Lease, the Trust Agreement and the
Participation Agreement, at any time and from time to time without the consent
of the Indenture Trustee or of a Majority in Interest or any holder of an
Equipment Note, may:

(1) so long as no Indenture Event of Default shall have
occurred and be continuing, modify, amend or supplement the Lease, or
give any consent, waiver, authorization or approval with respect
thereto, except that without the consent of a Majority in Interest,
the parties to the Lease shall not modify, amend or supplement, or
give any consent,

-33-
<PAGE> 38

waiver, authorization or approval for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions thereof or of modifying in any manner the rights of the
respective parties thereunder, with respect to the following
provisions of the Lease: Sections 2, 3.1 (if the result thereof would
be to shorten the Basic Term to a period shorter than the period
ending with the final maturity of the Equipment Notes), 3.2, 3.3, 3.4,
3.5, 3.6 (except insofar as it relates to the address or account
information of the Owner Trustee or Indenture Trustee) (other than as
such Sections 3.1 through 3.6 may be amended pursuant to Section 3.4
of the Lease as originally executed), 4, 6 (but only to the extent
such Section is made operative by Section 15), 7, 8, 9, 10 (except
that additional requirements may be imposed on the Lessee's ability to
terminate the Lease with respect to a Unit), 11 (except that
additional requirements may be imposed on the Lessee's ability to
replace a Unit subject to an Event of Loss), 12 (including the Letter
Agreement referred to therein) (except that additional insurance
requirements may be imposed on the Lessee), 13, 14, 15, 16, 17, 18,
19, 20, 21, 22 (if the result thereof would be to provide any renewal
or purchase option contained in such Section prior to the final
maturity of the Equipment Notes), 24, 25.1, 25.4, 25.6, 25. 10, and
any definition of terms used in the Lease, to the extent that any
modification of such definition would result in a modification of the
Lease not permitted as aforesaid in this clause (1) of subsection (b);
provided that, in the event an Indenture Event of Default shall have
occurred and be continuing, the Indenture Trustee shall have all
rights of the Owner Trustee as "Lessor" under the Lease to modify,
amend or supplement the Lease or give any consent, waiver,
authorization or approval thereunder, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions thereof or of modifying in any manner the rights of the
"Lessor" thereunder;

(2) modify, amend or supplement the Trust Agreement, or
give any consent, waiver, authorization or approval with respect
thereto, except that without the consent of a Majority of Interest,
the parties to the Trust Agreement shall not modify, amend or
supplement, or give any consent, waiver, authorization or approval for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions thereof or of modifying in any
manner the rights of the respective parties thereunder, with respect
to Sections 2.1, 2.2, 3.1, 4.4, 7.1, 7.2, 9.1, 10.1, 10.2, 10.7, 10.11
or any other Section of the Trust Agreement if such action would
materially adversely affect the interest of the Loan Participants, and
any definition of terms used in the Trust Agreement, to the extent
that any modification of such definition would result in a
modification of the Trust Agreement not permitted pursuant to this
subsection (b);

(3) modify, amend or supplement the Participation
Agreement, or give any consent, waiver, authorization or approval with
respect thereto, except that without the consent of a Majority of
Interest, the parties to the Participation Agreement shall not modify,
amend or supplement, or give any consent, waiver, authorization or
approval for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions thereof or of
modifying in any manner the rights of the respective parties
thereunder, with respect to the following provisions of the
Participation Agreement: Sections 1, 2, 3, 4, 5, 6, 7, 10.2, 10.5,
10.7, 10.9 and 10.13 (a), each provision of the Participation
Agreement which specifically refers to the Indenture Trustee or Loan
Participants and any definition of terms used in the Participation
Agreement, to the extent that any modification of such definition

-34-
<PAGE> 39

would result in a modification of the Participation Agreement not
permitted pursuant to this subsection (b); and

(4) modify, amend or supplement any of said agreements in
order to cure any ambiguity, to correct or supplement any provision
thereof which may be defective or inconsistent with any other
provision thereof or any provision of this Indenture, or to make any
other provision with respect to matters or questions arising
thereunder or under this Indenture which shall not be inconsistent
with the provisions of this Indenture, provided any such action shall
not adversely affect the interests of the holders of any of the
Equipment Notes.

(c) No modification, amendment, supplement, consent, waiver,
authorization or approval with respect to the Lease or the Participation
Agreement, whether effected pursuant to subsection (a) or pursuant to
subsection (b) of this Section 10.05, and anything in such subsections or
elsewhere in this Indenture to the contrary notwithstanding, shall, without the
consent of the holder of each Equipment Note affected thereby:

(1) modify, amend or supplement the Lease in such a way
as to extend the time of payment of Basic Rent or Stipulated Loss
Value and any other amounts payable under, or as provided in, the
Lease upon the occurrence of an Event of Loss or Termination Value and
any other amounts payable under, or as provided in, the Lease upon
termination thereof or reduce the amount of any installment of Basic
Rent so that the same is less than the payment of interest and
principal on such Equipment Notes, as the case may be, to be made from
such installment of Basic Rent or reduce the aggregate amount of
Stipulated Loss Value and any other amounts payable under, or as
provided in, the Lease upon the occurrence of an Event of Loss so that
the same is less than the accrued interest on and principal of the
Equipment Notes required to be paid at the time of such payments, or
reduce the amount of Termination Value and any other amounts payable
under, or as provided in, the Lease upon termination thereof so that
the same is less than the accrued interest on and principal of such
Equipment Notes required to be paid at the time of such payments; or

(2) modify, amend or supplement the Lease in such a way
as to, or consent to any assignment of the Lease or give any consent,
waiver, authorization or approval which would, release the Lessee from
its obligation in respect of payment of Basic Rent or Stipulated Loss
Value and any other amounts payable under, or as provided in, the
Lease upon the occurrence of an Event of Loss, or Termination Value
and any other amounts payable under, or as provided in, the Lease upon
termination thereof, except for any such assignment pursuant to
Section 6.8 of the Participation Agreement, and except as provided in
the Lease.

(d) Anything contained in this Section 10.05 or otherwise in this
Indenture to the contrary notwithstanding, whether or not an Indenture Event of
Default shall have occurred and be continuing, the Indenture Trustee shall not
modify, amend or supplement the Lease or any other Operative Agreement with
respect to which rights have been assigned to the Indenture Trustee as part of
the Indenture Estate, or give any consent, waiver, authorization or approval
thereunder, in any manner that would materially adversely affect the interest
of the Owner Trustee or the Owner Participant.

-35-
<PAGE> 40

ARTICLE XI.
MISCELLANEOUS

Section 11.01. Termination of Indenture. With respect to each Unit,
this Indenture and the trusts created hereby shall terminate and this Indenture
shall be of no further force or effect upon the earliest to occur of (i) the
termination of the Lease Term with respect to such Unit by Lessee pursuant to
Section 10 or Section 22.1 thereof and upon payment in full to the Indenture
Trustee of the amounts required to be paid pursuant to Section 2.10(a) in
respect of such Unit, (ii) the termination of the Lease with respect to such
Unit pursuant to Section 11 thereof and upon payment in full to the Indenture
Trustee of the amounts required to be paid pursuant to Section 2. 10(b) in
respect of such Unit, (iii) the termination of the Lease with respect to all
Units pursuant to Section 6.9 of the Participation Agreement and upon payment
in full to the Indenture Trustee of the amounts required to be paid pursuant to
Section 2.10(c) in respect of such Units and (iv) the payment in full of the
principal amount of and interest on all Equipment Notes outstanding hereunder
and all other sums payable to the Indenture Trustee and the holders of all of
the Equipment Notes hereunder and under such Equipment Notes and under the
Participation Agreement.

Section 11.02. No Legal Title to Indenture Estate in Holders. No
holder of an Equipment Note shall have legal title to any part of the Indenture
Estate. No transfer, by operation of law or otherwise, of any Equipment Note
or other right, title and interest of any holder of an Equipment Note in and to
the Indenture Estate or hereunder shall operate to terminate this Indenture or
the trusts hereunder or entitle any successor or transferee of such holder to
an accounting or to the transfer to it of legal title to any part of the
Indenture Estate.

Section 11.03. Sale of Equipment by Indenture Trustee is Binding.
Any sale or other conveyance of the Equipment by the Indenture Trustee made
pursuant to the terms of this Indenture or the Lease shall bind the holders of
any Equipment Notes, the Owner Trustee and the Owner Participant and shall be
effective to transfer or convey all right, title and interest of the Indenture
Trustee, the Owner Trustee, the Owner Participant and such holders of the
Equipment Notes in and to the Equipment. No purchaser or other grantee shall
be required to inquire as to the authorization, necessity, expediency or
regularity of such sale or conveyance or as to the application of any sale or
other proceeds with respect thereto by the Indenture Trustee.

Section 11.04. Remedies Cumulative. Each and every right, power and
remedy herein specifically given to the Indenture Trustee or otherwise in this
Indenture shall be cumulative and shall be in addition to every other right,
power and remedy herein specifically given or now or hereafter existing at law,
in equity or by statute, and each and every right, power and remedy whether
specifically herein given or otherwise existing may be exercised from time to
time and as often and in such order as may be deemed expedient by the Indenture
Trustee, and the exercise or the beginning of the exercise of any power or
remedy shall not be construed to be a waiver of the right to exercise at the
time or thereafter any other right, power or remedy. No delay or omission by
the Indenture Trustee in the exercise of any right, remedy or power or in the
pursuance of any remedy shall impair any such right, power or remedy or be
construed to be a waiver of any default on the part of the Owner Trustee or the
Lessee or to be an acquiescence therein.

Section 11.05. Discontinuance of Proceedings. In case the Indenture
Trustee shall have proceeded to enforce any right, power or remedy under this
Indenture by foreclosure, entry or

-36-
<PAGE> 41

otherwise, and such proceedings shall have been discontinued or abandoned for
any reason or shall have been determined adversely to the Indenture Trustee,
then and in every such case the Owner Trustee, the Owner Participant, the
Indenture Trustee and the Lessee shall be restored to their former positions
and rights hereunder with respect to the Indenture Estate, and all rights,
remedies and powers of the Indenture Trustee shall continue as if no such
proceedings had been undertaken (but otherwise without prejudice).

Section 11.06. Indenture and Equipment Notes for Benefit of Owner
Trustee, Indenture Trustee, Owner Participant and Holders Only. Nothing in
this Indenture, whether express or implied, shall be construed to give to any
Person other than the Owner Trustee (individually and as trustee), the
Indenture Trustee, the Owner Participant (as set forth herein) and the holders
of any Equipment Notes any legal or equitable right, remedy or claim under or
in respect of this Indenture or any such Equipment Note.

Section 11.07. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all notices required or permitted under the
terms and provisions hereof shall be in writing, and shall become effective
when deposited in the United States mail, with proper postage for first class
registered or certified mail prepaid, when delivered personally, or, if
promptly confirmed by mail as provided above, when dispatched by telegram,
telex or other written telecommunication addressed (i) if to the Owner Trustee,
at its office at ________________________________________, Attention:
____________________, (ii) if to the Indenture Trustee, at its office at
___________________________________________, Attention:
___________________________________, (iii) if to the Loan Participant, at such
address as is set forth on Schedule 2 of the Participation Agreement or, if not
so specified, at the address set forth in the register maintained pursuant to
Section 2.07 hereof, or at such address as such Loan Participant shall have
furnished by notice to the Owner Trustee and the Indenture Trustee, (iv) if to
the Lessee, at 225 West Washington Street, Chicago, Illinois, 60606, Attention:
General Counsel, (v) if to the Owner Participant,
___________________________________________________, Attention:
_____________________, and (vi) if to any of the foregoing Persons, at such
other address as such Person shall from time to time designate by written
notice to the other parties hereto in accordance with this Section 11.07.

Notwithstanding the foregoing provisions, for purposes of Sections
5.01, 5.02, 5.04, 6.01 and 6.02, written notice shall be deemed given when it
is in fact received (by mail or otherwise) by any addressee at the respective
addresses specified above.

Section 11.08. Severability. Any provision of this Indenture which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. In the event
of any inconsistency or conflict between any provision of this Indenture and
any provision of the Trust Agreement, such provision in this Indenture shall
govern and control.

Section 11.09. Separate Counterparts. This Indenture may be
executed in any number of counterparts (and each of the parties hereto shall
not be required to execute the same counterpart). Each counterpart of this
Indenture including a signature page executed by each of the parties hereto

-37-
<PAGE> 42

shall be an original counterpart of this Indenture, but all of such
counterparts together shall constitute one instrument.

Section 11.10. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the Owner
Trustee and its successors and permitted assigns, the Owner Participant and its
successors and permitted assigns, and the Indenture Trustee and its successors
and permitted assigns, and each holder of an Equipment Note, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument
or action by any holder of an Equipment Note shall bind the successors and
assigns of such holder.

Section 11.11. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

Section 11.12. Governing Law. This Indenture shall in all respects
be governed by, and construed in accordance with, the laws of the State of New
York, including all matters of construction, validity and performance.

Section 11.13. Normal Commercial Relations. Anything contained in
this Indenture to the contrary notwithstanding, the Owner Participant, the
Owner Trustee or the Indenture Trustee or any affiliate of the Owner
Participant, the Owner Trustee or the Indenture Trustee may enter into
commercial banking or other financial transactions, and conduct banking or
other commercial relationships, with the Lessee, any holder of an Equipment
Note or the Indenture Trustee (in its individual capacity or otherwise) fully
to the same extent as if this Indenture were not in effect, including, without
limitation, the making of loans or other extensions of credit for any purpose
whatsoever.

Section 11.14. No Recourse Against Others. No director, officer,
employee or stockholder, as such, of Lessee, Owner Trustee, Owner Participant
or Indenture Trustee shall have any liability for any obligations of Lessee,
Owner Participant, Owner Trustee or Indenture Trustee or under the Equipment
Notes or the Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. Each holder of an Equipment Note by
accepting an Equipment Note waives and releases all such liability. The waiver
and release are part of the consideration of such Equipment Note.

-38-
<PAGE> 43

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed by their respective officers or attorneys-in-fact, as the case
may be, thereunto duly authorized, as of the day and year first above written.

______________________________, not in
its individual capacity except as set
forth in Section 7.03 hereof, but
solely as Owner Trustee

By:_____________________________________
Name:
Title:

___________________________________, as
Indenture Trustee

By:_____________________________________
Name:
Title:

-39-
<PAGE> 44

State of )
) SS
County of )

On this __ day of September 1995, before me personally appeared
___________, to me personally known, who being by me duly sworn, say that he is
_____________ of _________________________________, that said instrument was
signed on such date on behalf of said corporation by authority of its Board of
Directors, and he acknowledged that the execution of the foregoing instrument
was the free act and deed of said corporation.

___________________________________
Notary Public

[Notarial Seal]

My commission expires:

State of )
) SS
County of )

On this __ day of September 1995, before me personally appeared
___________, to me personally known, who being by me duly sworn, say that he is
the _____________ of ______________________________________, that said
instrument was signed on such date on behalf of said corporation by authority
of its Board of Directors, and he acknowledged that the execution of the
foregoing instrument was the free act and deed of said corporation.

___________________________________
Notary Public

[Notarial Seal]

My commission expires:

-40-
<PAGE> 45

EXHIBIT A

TRUST INDENTURE SUPPLEMENT NO.__
(UTC TRUST NO. 1995-A)
(L-13)

This Indenture Supplement No. _ (UTC Trust No. 1995-A) (L-13), dated
September __, 1995 (this "Indenture Supplement"), of
___________________________________, a _____________ trust company, not in its
individual capacity but solely as trustee (the "Owner Trustee") under the Trust
Agreement (UTC Trust No. 1995-_) (L-___), dated September __, 1995 (the "Trust
Agreement"), between the Owner Trustee in its individual capacity and
__________________________, a ________________ corporation, as Owner
Participant:

WITNESSETH:

WHEREAS, the Trust Indenture and Security Agreement (UTC Trust No.
1995-_) (L-___) dated September __, 1995 (the "Indenture"), between the Owner
Trustee and __________________________________, as Indenture Trustee (the
"Indenture Trustee"), provides for the execution and delivery of Indenture
Supplements thereto substantially in the form hereof each of which shall
particularly describe the Units covered by a related Lease Supplement under the
Lease, by having attached thereto a copy of such related Lease Supplement, and
shall specifically mortgage such Units to the Indenture Trustee;

WHEREAS, the Indenture includes the Units described in the copy of
Lease Supplement No. __ attached hereto and made a part hereof; and

WHEREAS, an executed counterpart of the Indenture is attached to this
Indenture Supplement;

NOW, THEREFORE, in order to secure the prompt payment of the principal
of, and Make-Whole Amount, if any, and interest on all of the Equipment Notes
from time to time outstanding under the Indenture and the performance and
observance by the Owner Trustee of all the agreements, covenants and provisions
in the Indenture for the benefit of the holders of the Equipment Notes and in
the Equipment Notes, subject to the terms and conditions of the Indenture, and
in consideration of the premises and of the covenants contained in the
Indenture and of the acceptance of the Equipment Notes by the holders thereof,
and of the sum of $1.00 paid to the Owner Trustee by the Indenture Trustee at
or before the delivery hereof, the receipt whereof is hereby acknowledged, the
Owner Trustee (i) has sold, assigned, transferred, pledged and confirmed, and
does hereby sell, assign, transfer, pledge and confirm, a security interest in
and mortgage lien on all right, title and interest of the Owner Trustee in and
to the property comprising the Equipment described in the copy of Lease
Supplement No. __ attached hereto, and (ii) has sold, assigned, transferred and
set over, a security interest in and mortgage lien on all of the right, title
and interest of the Owner Trustee under, in and to such Lease Supplement
(excluding, however, any rights to Excepted Property thereunder), referred to
above, to the Indenture Trustee, its successors and assigns, in the trust
created by the Indenture for the benefit of the holders from time to time of
the Equipment Notes.

A-1
<PAGE> 46

To have and to hold all and singular the aforesaid property unto the
Indenture Trustee, its successors and assigns, in trust for the benefit and
security of the holders from time to time of the Equipment Notes and for the
uses and purposes and subject to the terms and provisions set forth in the
Indenture.

It is the intention of the parties hereto that all Equipment Notes
issued and outstanding under this Indenture Supplement rank on a parity with
each other Equipment Note and with each other series of the Equipment Notes and
that, as to each other Equipment Note of and each other series of the Equipment
Notes, they be secured equally and ratably by the collateral described herein,
without preference, priority or distinction of any one thereof over any other
by reason of difference in time of issuance or otherwise, and that each such
Equipment Note be entitled to the same benefits and security in the Indenture
and this Indenture Supplement as each other.

The Equipment Notes issued under this Indenture Supplement shall be
designated as Equipment Notes 1995-A, Series A or Series B. The Equipment
Notes shall be substantially in the form set forth in Section 2.01 of the
Indenture. The Equipment Notes issued under this Indenture Supplement shall be
dated the date of issuance thereof, shall be issued in the maturities and
principal amounts and shall bear interest as specified in Exhibits B and B-1
hereto. The principal of each Equipment Note shall be payable in installments,
on each Installment Payment Date and the Maturity Date, in amounts equal to the
Installment Payment Amount for each such Installment Payment Date and Maturity
Date as set forth for such Equipment Notes.

This Supplement shall be construed as supplemental to the Indenture
and shall form a part of it, and the Indenture is hereby incorporated by
reference herein and is hereby ratified, approved and confirmed.

This Supplement may be executed by the Owner Trustee in separate
counterparts, each of which when so executed and delivered is an original, but
all such counterparts shall together constitute but one and the same
Supplement.

AND FURTHER, the Owner Trustee hereby acknowledges that the Equipment
referred to in the aforesaid Lease Supplement attached hereto and made a part
hereof has been delivered to the Owner Trustee and is included in the property
of the Owner Trustee covered by all the terms and conditions of the Trust
Agreement, subject to the pledge or mortgage thereof under the Indenture.

IN WITNESS WHEREOF, the Owner Trustee has caused this Indenture
Supplement to be duly executed by one of its duly authorized officers, as of
the day and year first above written.

___________________________, not in its
individual capacity, but solely as
Owner Trustee

By:_____________________________________
Name:
Title:

A-2
<PAGE> 47

State of )
) SS
County of )

On this __ day of September 1995, before me personally appeared
___________, to me personally known, who being by me duly sworn, say that he is
_____________ of ___________, that said instrument was signed on such date on
behalf of said corporation by authority of its Board of Directors, and he
acknowledged that the execution of the foregoing instrument was the free act
and deed of said corporation.

________________________________________
Notary Public

[Notarial Seal]

My commission expires:

A-3
<PAGE> 48

EXHIBIT B
<TABLE>
<CAPTION>

TERMS OF EQUIPMENT AND NOTES (INITIAL CLOSING)

Principal Amount Interest Rate Final Maturity
---------------- ------------- --------------
<S> <C> <C> <C>
Series A:
Series B:

TERMS OF EQUIPMENT AND NOTES (SUBSEQUENT CLOSING)

Principal Amount Interest Rate Final Maturity
---------------- ------------- --------------
<S> <C> <C> <C>
Series A:
Series B:
</TABLE>

B-1
<PAGE> 49

EXHIBIT C

LOAN PARTICIPANT (INITIAL CLOSING)

<TABLE>
<CAPTION>
PERCENTAGE OF
EQUIPMENT NOTES LOAN PARTICIPANT PRINCIPAL AMOUNT
--------------- ---------------- ----------------
<S> <C> <C>
Series A
Series B
100%
</TABLE>

LOAN PARTICIPANT (SUBSEQUENT CLOSING)

<TABLE>
<CAPTION>
PERCENTAGE OF
EQUIPMENT NOTES LOAN PARTICIPANT PRINCIPAL AMOUNT
--------------- ---------------- ----------------

<S> <C> <C>
Series A
Series B
100%

</TABLE>

C-1
<PAGE> 50

ANNEX A

AMORTIZATION SCHEDULES

% EQUIPMENT NOTE ___, SERIES ___

1995-A

(L-13)

Amortization Schedule for Equipment Note No. ___, Series ___ attached hereto.

Annex A-1
<PAGE> 51
<TABLE>
<CAPTION>
EQUIPMENT NOTE
--------------

INSTALLMENT
PAYMENT INSTALLMENT
DATE PERCENTAGE
----------- -----------
<S> <C>

</TABLE>

<PAGE> 1

Exhibit 4(c)(1)

________________________________________________________________________________
________________________________________________________________________________

UNION TANK CAR COMPANY
EQUIPMENT TRUST
SERIES 25

_______________________

EQUIPMENT TRUST AGREEMENT

Dated as of September __, 1995

Between

______________________________________,

Trustee,

and

UNION TANK CAR COMPANY
________________________________________________________________________________

________________________________________________________________________________

Filed with the Interstate Commerce Commission pursuant to 49 U.S.C.
Section 11303 on September __, 1995, at [________ a.m./p.m.], recordation
number _________, and deposited in the Office of the Registrar General of
Canada pursuant to Section 90 of the Railway Act of Canada on September __,
1995, at [________ a.m./p.m.]

<PAGE> 2

TABLE OF CONTENTS*

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE ONE Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE TWO Trust Certificates and Issuance;
Interests Represented and Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 2.01. Issuance of Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.02. Interests Represented by Trust
Certificates; Interest Payments;
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.03. Form, Execution and Characteristics
of Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.04. Replacement of Lost Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE THREE Acquisition of Trust Equipment by
Trustee: Deposited Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

SECTION 3.01. Acquisition of Equipment by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.02. Payment of Deposited Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.03. Payment of Deficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.04. Supporting Papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ARTICLE FOUR Lease of Trust Equipment to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SECTION 4.01. Lease of Trust Equipment to the Company . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.02. Equipment Automatically Subjected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.03. Additional and Substituted Equipment
Subject Hereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.04. Rental Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.05. Termination of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.06. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.07. Substitution and Replacement of
Trust Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.08. Maintenance of Trust Equipment;
Casualty Occurrences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>
__________________________________

* This Table of Contents has been included in the document for
convenience only and does not form a part of, or affect any
construction or interpretation of, this document.

-i-
<PAGE> 3

<TABLE>
<S> <C>
SECTION 4.09. Possession of Trust Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 4.10. Marking of Trust Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE FIVE Events of Default and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

SECTION 5.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 5.02. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.03. Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 5.04. Waivers of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 5.05. Obligations of Company Not Affected
by Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.06. Company To Deliver Trust Equipment
to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.07. Trustee To Give Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.08. Control by Holders of Trust
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.09. Limitations on Suits by Holders of
Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.10. Unconditional Right of Holders of
Trust Certificates To Sue for
Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.11. Remedies Cumulative; Subject to
Mandatory Requirements of Law . . . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE SIX Additional Agreements by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 6.01. Guarantee of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 6.02. Discharge of Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.03. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.04. Payment of Expenses; Recording . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE SEVEN Concerning the Holders of Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

SECTION 7.01. Evidence of Action Taken by Holders
of Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 7.02. Proof of Execution of Instruments and
of Holding of Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 7.03. Trust Certificates Owned by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 7.04. Right of Revocation of Action Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 7.05. Amendment or Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
</TABLE>

-ii-
<PAGE> 4

<TABLE>
<S> <C>
ARTICLE EIGHT The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

SECTION 8.01. Acceptance of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 8.02. Duties and Responsibilities of the
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 8.03. Application of Rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 8.04. Funds May be Held by Trustee;
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 8.05. Trustee Not Liable for Delivery Delays
or Defects in Equipment or Title . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 8.06. Resignation and Removal; Appointment
of Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 8.07. Acceptance of Appointment by Successor
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 8.08. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 8.09. Return of Certain Moneys to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE NINE Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

SECTION 9.01. Rights Confined to Parties and Holders . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 9.02. No Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 9.03. Binding Upon Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 9.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 9.05. Effect of Headings: Date Executed;
and Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 9.06. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 9.07. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

SCHEDULE I - List of Equipment (initial closing)
SCHEDULE II - List of Equipment (subsequent closing)
</TABLE>

-iii-

<PAGE> 5

EQUIPMENT TRUST AGREEMENT dated as of September __, 1995, between
__________________________________, solely in its capacity as Trustee, a
______________________________________ organized and existing under the laws of
_________________________ (the "Trustee"), and UNION TANK CAR COMPANY, a
Delaware corporation (the "Company");

WHEREAS Union Tank Car Company Equipment Trust Certificates, Series 25
(the "Trust Certificates"), are to be issued and sold from time to time, at a
price not less than their principal amount, in an aggregate principal amount
not exceeding $_______________; and

WHEREAS the proceeds of the sale of the Trust Certificates together
with such other cash, if any, as may be required to be deposited by the Company
as hereinafter provided are to constitute a fund, to be known as Union Tank Car
Company Equipment Trust, Series 25, to be applied by the Trustee from time to
time in part payment of the Cost (as hereinafter defined) of the Trust
Equipment (as hereinafter defined), the remainder of the Cost thereof to be
paid out of advance rentals to be paid by the Company as provided herein; and

WHEREAS title to such Trust Equipment is to be vested in and is to be
retained by the Trustee, and such Trust Equipment is to be leased to the
Company hereunder until title is transferred under the provisions hereof; and

WHEREAS the texts of the Trust Certificates and the guaranty to be
endorsed on the Trust Certificates by the Company are to be substantially in
the following form:

-1-
<PAGE> 6

[Form of Trust Certificate]

THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933

No. R-__________ $___________

UNION TANK CAR COMPANY
Equipment Trust Certificate, Series 25
Total Authorized Issue $

______________________________
Trustee

____________________________________________, as Trustee under an
Equipment Trust Agreement (the "Agreement") dated as of September __, 1995,
between ____________________________________________________, as Trustee (the
"Trustee"), and Union Tank Car Company, a Delaware corporation (the "Company"),
hereby certifies that

or registered assigns is entitled to an interest in the principal amount of

Dollars ($ ) in Union Tank Car Company Equipment Trust, Series 25,
due and payable on or before ________________, 200_, and to interest on the
amount of unpaid principal from time to time due and owing pursuant to this
Trust Certificate from the date hereof at the rate of ____% per annum (and, if
applicable, the additional amounts that may become payable under Section 4.04
of the Agreement). Interest on this Trust Certificate shall be calculated on
the basis of a 360-day year of twelve 30-day months.

This Trust Certificate shall be payable as follows (unless payment is
hereof accelerated pursuant to Article Five of the Agreement): the outstanding
principal amount hereof shall be paid on ___________, 200_ and interest
payments on the outstanding principal shall be made in ___ consecutive
semiannual installments on ______________ and ______________ in each year
commencing ________________, 1996. Interest on any overdue installment of
interest and on any overdue payment of principal, to the extent legally
enforceable, shall be payable at the rate per annum of 1% over the rate
specified above. Payments of installments of principal and interest shall be
made by the Trustee to the registered holder hereof at the corporate trust
office of the Trustee in ____________, ___________, in such coin or currency of
the United States of America as, at the time of payment, shall be legal tender
for the payment of public and private debts. Each of such payments shall be
made only from and solely out of rentals or other moneys received by the
Trustee and applicable to such payment under the provisions of the Agreement.

-2-
<PAGE> 7

This Trust Certificate is one of an authorized issue of Trust
Certificates in an aggregate principal amount not exceeding the Total
Authorized Issue set forth above, issued under the Agreement, pursuant to which
certain railroad equipment leased to the Company (or cash or obligations
defined in the Agreement as "Investments" in lieu thereof, as provided in the
Agreement) is held by the Trustee in trust for the equal and ratable benefit of
the registered holders of the Trust Certificates issued thereunder. Reference
is made to the Agreement (a copy of which is on file with the Trustee at its
corporate trust office) for a more complete statement of the terms and
provisions thereof, to all of which the registered holder hereof, by accepting
this Trust Certificate, assents.

This Trust Certificate is transferable in whole or in part by the
registered holder hereof in person or by its duly authorized attorney upon
presentment hereof for registration of transfer to the Trustee at its said
office accompanied by an appropriate instrument of assignment and transfer,
duly executed by the registered holder in person or by such attorney, in form
satisfactory to the Trustee, and thereupon a new fully registered Trust
Certificate or Certificates of the same maturity in authorized denominations
for the then aggregate unpaid principal amount hereof will be issued in the
name of such person or persons as may be designated by such holder. Prior to
due presentment for registration of transfer, the Trustee and the Company may
deem and treat the person in whose name this Trust Certificate is registered as
the absolute owner hereof for the purpose of receiving payment of principal and
interest and for all other purposes and shall not be affected by any notice to
the contrary.

In case of the happening of an Event of Default (as defined in the
Agreement) the principal amount represented by this Trust Certificate may
become or be declared due and payable in the manner and with the effect
provided in the Agreement.

This Trust Certificate shall not be deemed a promise to pay of
______________________________ in its individual capacity and payment by
____________________________ shall be made as Trustee only from and solely out
of rentals or other moneys received by the Trustee and applicable to such
payment and the provisions of this Agreement.

-3-
<PAGE> 8

IN WITNESS WHEREOF, the Trustee has caused this Trust Certificate to
be signed by one of its Vice Presidents, by his/her signature or a facsimile
thereof, and its corporate seal or a facsimile thereof to be hereunto affixed
or imprinted hereon and to be attested by one of its Trust Officers by his/her
signature. Neither this Trust Certificate nor the guaranty endorsed hereon
shall be valid or enforceable for any purpose until this Trust Certificate
shall have been so signed by a Trust Officer and the corporate seal so attested
to by a Trust Officer.

Dated as of _____________, 1995

<TABLE>
<S> <C>
____________________________________,
as Trustee

By____________________________________
Trust Officer

[Corporate Seal]

Attest:

______________________________________
Trust Officer
</TABLE>

-4-
<PAGE> 9

UNION TANK CAR COMPANY, for valuable consideration, hereby
unconditionally and irrevocably guarantees to the registered holder of the
within Trust Certificate the prompt payment when due of the principal of said
Trust Certificate and of the interest thereon specified in said Trust
Certificate, with interest on any overdue principal and on any overdue
interest, to the extent legally enforceable, at the rate specified in such
Trust Certificate, all in accordance with the terms of said Trust Certificate
and the Equipment Trust Agreement referred to therein.

UNION TANK CAR COMPANY

By____________________________________

-5-
<PAGE> 10

WHEREAS it is desired to secure to the holders of the Trust
Certificates the payment of the principal thereof when due, whether by
declaration or otherwise, and interest thereon as hereinafter provided;

NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties hereto hereby agree as follows:

ARTICLE ONE

Definitions

SECTION 1.01. Definitions. The following terms (except as
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Agreement shall have the respective meanings hereinafter
specified:

Affiliate of any corporation shall mean any corporation which,
directly or indirectly, controls or is controlled by, or is under
common control with, such corporation. For the purposes of this
definition, control (including controlled by and under common control
with), as used with respect to any corporation, shall mean the
possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such corporation,
whether through the ownership of voting securities or by contract or
otherwise.

Business Day shall mean any day, other than a Saturday or
Sunday or a day on which commercial banking institutions or trust
companies are authorized or required by law, regulation or executive
order to be closed in New York, New York or Chicago, Illinois or, so
long as any Trust Certificate is outstanding, a city and state in
which the Corporate Trust Office of the Trustee is located.

Company shall mean Union Tank Car Company, a Delaware
corporation (whose chief place of business and chief executive office
is currently located at 225 West Washington Street, Chicago, Illinois
60606), and any successor or successors to it complying with the
provisions of Section 4.09.

Corporate Trust Office shall mean the principal office of the
Trustee, at which the corporate trust business of the Trustee shall,
at the time in question, be administered, which office is, on the date
of execution of this Agreement, located at
______________________________________________.

Cost, when used in respect of Equipment not built by the
Company or any Affiliate of the Company, shall mean the actual cost
thereof to the Company and, in respect of Equipment built by the
Company or any such Affiliate, shall mean an amount not in excess of
"car builder's cost", including direct cost of labor, material and
overhead but excluding any manufacturing profit.

-6-
<PAGE> 11

Default shall mean

(1) any Event of Default; and

(2) any event which, with the giving of notice or the
passage of time or both, could constitute an Event of Default.

The Company shall be considered to "be in Default" if a Default shall
have occurred and be continuing.

Deposited Cash shall mean the aggregate of (a) the proceeds
from the sale of the Trust Certificates deposited with the Trustee
pursuant to Section 2.01 and, when required or indicated by the
context, any Investments purchased by the use of such proceeds
pursuant to the provisions of Section 8.04, and (b) any sums restored
to Deposited Cash from rentals pursuant to Section 4.04(B)(1)(b) and
on deposit with the Trustee.

Engineer's Certificate shall mean a certificate signed by a
person appointed by the Company who shall be an engineer, appraiser or
other expert, as the case may require. Such person may be an officer
or employee of the Company except where this Agreement specifically
requires the signature of an independent engineer, appraiser or other
expert.

Equipment shall mean standard-gauge railroad tank cars and
covered hopper cars, which tank cars and covered hopper cars are
rolling stock used or intended for use in connection with interstate
commerce and which were first put into use on or after ______________,
199__; provided, however, in the case of Equipment sold to the Trustee
pursuant to Article Four, it shall not include any railroad equipment
first put into use prior to _______________, 19___.

Event of Default shall mean any event specified in Section
5.01 to be an Event of Default.

The word "holder", when used with respect to Trust
Certificates, shall include the plural as well as the singular number.

Independent Engineer shall mean an engineer, appraiser or
other expert appointed by the Company and approved by the Trustee in
the exercise of reasonable care, who (a) is in fact independent, (b)
does not have any substantial interest, direct or indirect, in the
Company or in any other obligor on the Trust Certificates or in any
Affiliate of the Company or any such other obligor and (c) is not
connected with the Company or any other obligor on the Trust
Certificates or any Affiliate of the Company or any such other obligor
as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

-7-
<PAGE> 12

Investments shall mean (a) bonds, notes or other direct
obligations of the United States of America or obligations for which
the full faith and credit of the United States is pledged to provide
for the payment of the interest and principal and which mature within
one year of the date of purchase, (b) open market commercial paper of
any company incorporated and doing business under the laws of the
United States of America or one of the States thereof given a rating
of "A-1" by Standard & Poor's Corporation or "prime-1" or better by
NCO/Moody's Commercial Paper Division of Moody's Investors Service,
Inc. or an equivalent rating by a successor thereto or a similar
nationally recognized rating service substituted therefor and (c)
certificates of deposit or time deposits in banks or trust companies,
including the Trustee, incorporated and doing business under the laws
of the United States of America or one of the States thereof having a
capital and surplus aggregating at least $250,000,000.

Officers' Certificate shall mean a certificate signed by the
Chairman of the Board, or the President or any Vice President and by
the Treasurer or any Assistant Treasurer or the Secretary or any
Assistant Secretary of the Company, which officer is in a position to
know the truth and accuracy thereof.

Opinion of Counsel shall mean an opinion in writing signed by
legal counsel who shall be acceptable to the Trustee and who may,
unless in a particular instance the Trustee shall otherwise require,
be an employee of or counsel to the Company. The acceptance by the
Trustee of, and its action on, an Opinion of Counsel shall be
sufficient evidence that such counsel is satisfactory to the Trustee.

Owner shall mean the manufacturer or other person transferring
title to any of the Equipment to the Trustee.

Penalty Rate shall mean 1% per annum over the rate specified
in the Trust Certificates.

Request shall mean a written request for the action therein
specified, delivered to the Trustee, dated not more than 10 days prior
to the date of delivery to the Trustee and signed on behalf of the
Company by the Chairman of the Board, the President, a Vice President
or the Treasurer of the Company.

Trust Certificates shall mean the Equipment Trust Certificates
issued hereunder.

Trust Equipment shall mean all Equipment at the time subject
to the terms of this Agreement.

Trustee shall mean _______________________________, solely in
its capacity as Trustee, and, subject to the provisions of Article
Eight, any successor as trustee hereunder.

-8-
<PAGE> 13

Value, as used herein, shall mean an amount determined as
follows:

(1) the Value of any unit of Trust Equipment
assigned or transferred by the Trustee as provided in Section
4.07, and as used in Sections 5.01 and 6.05 in respect of
Trust Equipment, shall be deemed to be the greater of (a) the
fair market value thereof and (b) the Cost thereof (as
theretofore certified to the Trustee) less 1/20 of such Cost
for each full year elapsed between the date such unit was
first put into use (as theretofore so certified) and the date
as of which Value is to be determined;

(2) the Value of any unit of Equipment conveyed
to the Trustee as provided in Article Three and in Section
4.07 shall be deemed to be the lesser of (a) the fair market
value thereof and (b) the Cost of such unit or, in the case of
any unit of Equipment not new, the Cost thereof less 1/20 of
such Cost for each full year elapsed between the date such
unit was first put into use and the date of the transfer
thereof to the Trustee; and

(3) the Value of any Unit of Equipment as used in
Section 4.08 shall be deemed to be the cost thereof less
1/20th of such Cost for each full year elapsed between the
date such Unit was first put into use and the date as of which
Value is to be determined.

The words herein, hereof, hereby, hereto, hereunder and words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, paragraph or subdivision hereof.

ARTICLE TWO

Trust Certificates and Issuance;
Interests Represented and Maturity

SECTION 2.01. Issuance of Trust Certificates. Upon the sale from
time to time of any of the Trust Certificates, an amount equal to the principal
amount of the Trust Certificates so sold shall, forthwith upon the issuance
thereof, be deposited in cash with the Trustee.

Thereupon the Trustee shall issue and deliver, as the Company shall
direct by Request, Trust Certificates in the aggregate principal amount so
sold.

The aggregate principal amount of Trust Certificates which shall be
executed and delivered by the Trustee under this Section shall not exceed the
Total Authorized Issue specified in the form of Trust Certificate, and the
aggregate principal amount represented by all the Trust Certificates shall be
payable as hereinafter set forth.

-9-
<PAGE> 14

SECTION 2.02. Interests Represented by Trust Certificates; Interest
Payments; Maturity; No Redemption. Each of the Trust Certificates shall
represent an interest in the principal amount therein specified in the trust
created hereunder. The Trust Certificates shall bear interest at ___% per
annum and shall be payable as follows (unless payment thereof is accelerated
pursuant to Article Five of this Agreement): the outstanding principal amount
thereof shall be paid on _________, 200_, and interest payments on the
outstanding principal shall be paid in __ consecutive semiannual installments
on ____________ and ____________ in each year commencing _____________, 1996.
The Trust Certificates are not redeemable prior to maturity. Interest on the
Trust Certificates shall accrue from the date of original issue and shall be
calculated on the basis of a 360-day year of twelve 30-day months. Interest
shall be payable on overdue installments of interest and on any overdue payment
of principal, to the extent legally enforceable, interest at the Penalty Rate.

Payment of the principal of and interest on the Trust Certificates
shall be made by the Trustee at the Corporate Trust Office in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, but only from and
solely out of rentals or other moneys received by the Trustee and applicable to
such payment under the provisions of this Agreement.

SECTION 2.03. Form, Execution and Characteristics of Trust
Certificates. (a) The Trust Certificates and the guaranty to be endorsed on
the Trust Certificates by the Company as provided in Section 6.01 shall be in
substantially the forms hereinbefore set forth.

(b) The Trust Certificates shall be signed in the name and on
behalf of the Trustee by the manual or facsimile signature of one of its Trust
Officers and its corporate seal or a facsimile thereof shall be affixed or
imprinted thereon and attested by the manual signature of one of its Trust
Officers. In case any officer of the Company or the Trustee whose signature,
whether facsimile or not, shall appear on any of the Trust Certificates shall
cease to be such officer of the Company or the Trustee before the Trust
Certificates shall have been issued and delivered by the Trustee or shall not
have been acting in such capacity on the date of the Trust Certificates, such
Trust Certificates may be adopted by the Company, Union or the Trustee and be
issued and delivered as though such person had not ceased to be or had then
been such officer of the Company, Union or the Trustee.

(c) The Trust Certificates (i) shall be issuable in denominations
of U.S. $1,000 or any multiple thereof; (ii) shall be registered, as to both
principal and interest, in the name of the holders; (iii) shall be transferable
in whole or in part upon presentation and surrender thereof for transfer at the
Corporate Trust Office, accompanied by appropriate instruments of assignment
and transfer, duly executed by the registered holder of the surrendered Trust
Certificate or Certificates or by duly authorized attorney, in form
satisfactory to the Trustee; (iv) shall be dated as of the date of issue unless
issued in exchange for another Trust Certificate or Certificates bearing unpaid
interest from an earlier date, in which case they shall be dated as of such
earlier date; (v) shall entitle the registered holder to interest from the date
thereof; and (vi) shall be exchangeable for an aggregate principal amount of
Trust Certificates of authorized

-10-
<PAGE> 15

denominations of like tenor and maturity equal to the then unpaid principal
amount of Trust Certificates being exchanged.

(d) Anything contained herein to the contrary notwithstanding,
prior to due presentment for registration of transfer, the parties hereto may
deem and treat the registered holder of any Trust Certificates as the absolute
owner of such Trust Certificates for all purposes and shall not be affected by
any notice to the contrary.

(e) The Trustee shall cause to be kept at the Corporate Trust
Office books for the registration of transfer of the Trust Certificates and,
upon presentation of the Trust Certificates for such purpose, the Trustee shall
register any transfer as hereinabove provided, and under such reasonable
regulations as it may prescribe.

(f) For any registration, transfer or exchange, the Trustee shall
require the payment of a sum sufficient to reimburse it for any governmental
charge connected therewith.

(g) Each Trust Certificate delivered pursuant to any provision of
this Agreement in exchange or substitution for, or upon the transfer of the
whole or any part, as the case may be, of one or more other Trust Certificates
shall carry all the rights to principal and to interest accrued and unpaid and
to accrue, which were carried by the whole or such part, as the case may be, of
such one or more other Trust Certificates, and, notwithstanding anything
contained in this Agreement, such Trust Certificate shall be so dated that
neither gain nor loss in interest or principal shall result from such exchange,
substitution or transfer and a notation of all previous principal payments
shall be endorsed on the reverse side thereof.

(h) The Trustee shall not be required to issue, transfer or
exchange Trust Certificates for a period of 10 days next preceding any interest
payment date.

SECTION 2.04. Replacement of Lost Trust Certificates. In case any
Trust Certificate shall become mutilated or defaced or be lost, destroyed or
stolen, then on the terms herein set forth, and not otherwise, the Trustee
shall execute and deliver a new Trust Certificate in the then unpaid principal
amount of the predecessor Trust Certificate and bearing such identifying number
or designation as the Trustee may determine, in exchange and substitution for,
and upon cancellation of, the mutilated or defaced Trust Certificate, or in
lieu of and in substitution for the same if lost, destroyed or stolen. The
Company shall execute its guaranty on any Trust Certificates to be so
delivered. The applicant for a new Trust Certificate pursuant to this Section
shall furnish to the Trustee and to the Company evidence to their satisfaction
of the loss, destruction or theft of such Trust Certificate alleged to have
been lost, destroyed or stolen and of the ownership and authenticity of such
mutilated, defaced, lost, destroyed or stolen Trust Certificate, and also shall
furnish such security or indemnity as may be required by the Trustee and the
Company in their discretion, and shall pay all expenses and charges of such
substitution or exchange. In the case of each of the original purchasers of
Trust Certificates or any institutional investor transferee, a letter of
indemnity in form reasonably satisfactory to the Company and the Trustee from
such purchaser shall be sufficient security and indemnity. All

-11-
<PAGE> 16

Trust Certificates are held and owned upon the express condition that the
foregoing provisions are exclusive in respect of the replacement of mutilated,
defaced, lost, destroyed or stolen Trust Certificates and shall preclude any
and all other rights and remedies, any law or statute now existing or hereafter
enacted to the contrary notwithstanding.

ARTICLE THREE

Acquisition of Trust Equipment by
Trustee: Deposited Cash

SECTION 3.01. Acquisition of Equipment by Trustee. The Company
shall cause to be sold to the Trustee, as trustee for the holders of the Trust
Certificates, (i) as soon as practicable, all of the Equipment described in
Schedule I hereto and (ii) on or before December __, 1995, all of the Equipment
described on Schedule II hereto; provided, however, that if the aggregate Cost
of the Trust Equipment delivered to the Trustee or its agent or agents pursuant
to this Article Three, as specified in the Officers' Certificate theretofore
delivered to the Trustee pursuant to Section 3.04, shall exceed 133-1/3% of the
aggregate principal amount of Trust Certificates issued under Section 2.01,
upon Request the Trustee shall execute and deliver to the Company a supplement
hereto excluding from this Agreement Equipment having a Cost in excess of such
amount so that the aggregate Cost of the Trust Equipment shall not exceed
133-1/3% of the aggregate principal amount of the Trust Certificates issued
pursuant to Section 2.01. The Trust Equipment sold to the Trustee shall be
delivered to the person or persons designated by the Trustee as its agent or
agents to accept such delivery (who may be one or more of the officers or
agents of the Company) and the certificate of any such agent or agents as to
such delivery and acceptance shall be conclusive evidence of such delivery.

In the event that the Company shall deem it necessary or desirable to
procure for the use of the Company, and to include in the trust hereby created,
other Equipment in lieu of any units of the Equipment specifically described in
Schedule I hereto prior to the acceptance of such Equipment by the Trustee or
its agent or agents, or in the event that any unit of the Equipment described
in Schedule I hereto shall suffer a Casualty Occurrence as defined in Section
4.08, prior to such acceptance, the Company may cause to be sold to the Trustee
other Equipment, to be substituted under the trust.

If the aggregate Cost, as specified in the Officers' Certificate
theretofore delivered to the Trustee pursuant to Section 3.04, of the Trust
Equipment delivered to the Trustee or its agent or agents pursuant to this
Article Three shall be less than 133-1/3% of the principal amount of the Trust
Certificates issued pursuant to Section 2.01, the Company will cause to be sold
to the Trustee additional Equipment in such amount and of such Cost that such
aggregate final Cost of the Trust Equipment will be at least 133-1/3% of the
principal amount of the Trust Certificates issued pursuant to Section 2.01.

-12-
<PAGE> 17

SECTION 3.02. Payment of Deposited Cash. From time to time, when
and as any Equipment shall have been accepted by the Trustee or its agent or
agents pursuant to Section 3.01, the Trustee shall (subject to the provisions
of Sections 3.03 and 3.04) pay, upon Request, to the Owner of the accepted
Equipment out of Deposited Cash an amount not exceeding 75% of the aggregate
Cost of such Trust Equipment, as specified in the Officers' Certificate
furnished to the Trustee pursuant to Section 3.04(b).

SECTION 3.03. Payment of Deficiency. The Company covenants that,
contemporaneously with any payment by the Trustee pursuant to Section 3.02, it
will either (a) pay to the Trustee the advance rental provided in Section
4.04(A), and thereupon the Trustee shall, upon Request, pay to the Owner of the
delivered Trust Equipment, by the use of such advance rental, the portion of
the Cost of the delivered Trust Equipment not paid out of Deposited Cash as
provided for in Section 3.02 or (b) deliver to the Trustee an executed
counterpart of a receipt from such Owner evidencing the direct payment by the
Company to such Owner of that portion of the Cost of such Trust Equipment equal
to the amount of advance rental required to be paid to the Trustee pursuant to
clause (a) of this sentence in respect of such Trust Equipment or, if the
Company is the Owner of the delivered Trust Equipment, a statement to such
effect; the intention being that the Company shall ultimately pay not less than
25% of the Cost of all the Trust Equipment delivered to the Trustee pursuant to
this Article Three, and the Trustee and the Company shall at any time, if
occasion arises, adjust their accounts and payments to the end that the Trustee
shall pay with Deposited Cash not more than 75% of the Cost, and the Company
shall pay as advance rental the remainder, to be not less than 25% of such
Cost.

SECTION 3.04. Supporting Papers. The Trustee shall not pay out any
Deposited Cash against the delivery of any of the Trust Equipment unless and
until it shall have received:

(a) a certificate of the agent or agents designated by
the Trustee to receive delivery of the Trust Equipment, stating that
the Trust Equipment described and specified therein by number or
numbers has been delivered to such agent or agents (the date of such
certificate to be presumed conclusively as the date of such delivery);

(b) an Officers' Certificate which shall state (i) that
such Trust Equipment is Equipment as herein defined, (ii) the date
each unit of such Trust Equipment was first put into use or that such
Trust Equipment was first put into use not earlier than a specified
date, (iii) that the Cost of such Trust Equipment is the amount
therein specified or is not less than the amount therein specified,
(iv) the Value to the Company, in the opinion of the signers, of such
Trust Equipment as of the date of the Section 3.02 Request and (v)
that, in the opinion of the signers, all conditions precedent provided
in this Agreement relating to the payment in question have been
complied with;

-13-
<PAGE> 18

guaranty to the Trustee that the title to the Trust Equipment
described therein is free from all liens and encumbrances (except as
permitted herein) other than the rights of the Company hereunder; and

(d) an Opinion of Counsel to the effect (i) that such
bill or bills of sale are valid and effective, either alone or in
connection with any other instrument referred to in and accompanying
such opinion, to vest in the Trustee title to such Trust Equipment
free from all liens, security interests and other encumbrances (except
as permitted herein) other than the rights of the Company hereunder,
(ii) that in the case of any Trust Equipment not specifically
described herein, a proper supplement hereto in respect of such Trust
Equipment has been duly executed by the Trustee and the Company and
filed and recorded in accordance with Section 6.05 and (iii) that, in
the opinion of such counsel, all conditions precedent provided for in
this Agreement relating to the payment in question have been complied
with.

Any Officers' Certificate delivered pursuant to this Section may state
that the Cost of the Trust Equipment therein referred to is tentatively
determined, subject to final adjustment to be evidenced in a final Officers'
Certificate to be delivered to the Trustee.

ARTICLE FOUR

Lease of Trust Equipment to the Company

SECTION 4.01. Lease of Trust Equipment to the Company. The Trustee
does hereby let and lease to the Company all the Trust Equipment from and after
the respective dates such Trust Equipment is acquired by the Trustee hereunder
to the date on which the final payment of principal and interest on any Trust
Certificate is due.

SECTION 4.02. Equipment Automatically Subjected. As and when any
Equipment shall from time to time be transferred to the Trustee hereunder, the
same shall, ipso facto and without further instrument of lease or transfer,
become subject to all the terms and provisions hereof.

SECTION 4.03. Additional and Substituted Equipment Subject Hereto.
In the event that the Company shall, as provided in Section 3.01 or 4.07, cause
to be transferred to the Trustee other Equipment in addition to or in
substitution for any of the Equipment herein specifically described or
subjected hereto, such other Equipment shall be included as part of the Trust
Equipment by supplement hereto to be executed by the Trustee and the Company
and shall be subject to all the terms and conditions hereof in all respects as
though it had been part of the Equipment herein specifically described.

SECTION 4.04. Rental Payments. The Company hereby accepts the
lease of all the Trust Equipment, and covenants and agrees to accept delivery
and possession hereunder of the

-14-
<PAGE> 19

Trust Equipment; and the Company covenants and agrees to pay to the Trustee at
the Corporate Trust Office (or, in the case of taxes, to the proper taxing
authority), in such coin or currency of the United States of America as at the
time of payment shall be legal tender for the payment of public and private
debts, rental hereunder which shall be sufficient to pay and discharge the
following items, when and as the same shall become due and payable (whether or
not any of such items shall become due and payable prior to the acceptance of
delivery of any unit of the Trust Equipment).

(A) The Company shall pay to the Trustee, as hereinafter
provided, as advance rental hereunder, sums which in the aggregate
shall be equal to the difference between the aggregate Cost of the
Trust Equipment (other than Trust Equipment subjected hereto pursuant
to Section 4.07) and the portion of such Cost to be provided out of
the proceeds (excluding accrued interest, if any) of the sale of the
Trust Certificates, the intention being that, when all such Trust
Equipment shall have been transferred to the Trustee, the Company
shall have paid or shall pay to the Trustee, as advance rental
hereunder, a sum equal to the amount by which the aggregate Cost of
such Trust Equipment exceeds such proceeds of the sale of the Trust
Certificates. The Company agrees to pay such advance rental as
follows:

(1) at the time of issue of any Trust Certificate
pursuant to Section 2.01 a sum which, when added to the
proceeds of the sale of such Trust Certificate deposited with
or to the credit of the Trustee, will make the total sum
deposited equal to the principal amount of such Trust
Certificate; and

(2) upon delivery of any such Trust Equipment, a
sum equal to the portion of the Cost of such delivered Trust
Equipment not paid out of Deposited Cash as provided for in
Section 3.02, but not less than 25% of such Cost.

(B) In addition to such advance rental the Company shall
pay to the Trustee, as rental for the Trust Equipment (notwithstanding
that any of the Trust Certificates shall have been acquired by the
Company or shall not have been presented for payment), the following:

(1) from time to time upon demand of the Trustee,
(a) the reasonable expenses of the trust hereby created,
including, without limitation, reasonable compensation to the
Trustee and all expenses provided for herein, and (b) an
amount equal to any expenses incurred or loss of principal
(including interest accrued thereupon at time of purchase) in
connection with any purchase, sale or redemption by the
Trustee of Investments;

-15-
<PAGE> 20

governmental charges upon or on account of the income or
property of the Trust, or upon or on account of this Agreement;

(3) (a) the amounts of interest payable on the
Trust Certificates, when and as the same shall become payable,
and (b) interest at the Penalty Rate from the due date, upon
the amount of any installments of rental payable in respect of
the principal of and interest on the Trust Certificates which
shall not be paid when due, to the extent legally enforceable;
and

(4) the principal of the Trust Certificates, when
and as the same shall become payable, whether upon the date of
maturity thereof or by declaration or otherwise.

Nothing contained herein or in the Trust Certificates shall be deemed
to impose on the Trustee or on the Company any obligation to pay to the
registered holder of any Trust Certificate any tax, assessment or governmental
charge required by any present or future law of the United States of America,
or of any state, county, municipality or other taxing authority thereof, to be
paid on behalf of, or withheld from the amount payable to, the holder of any
Trust Certificate.

The Company shall not be required to pay any tax, assessment or
governmental charge so long as it shall in good faith and by appropriate legal
proceedings contest the validity thereof; provided, however, that in the
judgment of the Trustee and as set forth in an Opinion of Counsel which shall
have been furnished to the Trustee by the Company, the rights or interests of
the Trustee or of the holders of the Trust Certificates will not be endangered
thereby.

SECTION 4.05. Termination of Trust. After all payments which are
required to be made pursuant to this Agreement have been completed and fully
made to the Trustee (1) such payments shall be applied and treated as purchase
money as the full purchase price of the Trust Equipment from the Trustee, (2)
any moneys remaining in the hands of the Trustee after providing for all
outstanding Trust Certificates and after paying the expenses of the Trustee,
including its reasonable compensation, shall be paid to the Company, (3) title
to all the Trust Equipment shall vest in the Company and (4) the Trustee shall
execute for record in public offices, at the expense of the Company, such
instrument or instruments in writing as reasonably shall be requested by the
Company in order to make clear upon public records the Company's title to all
the Trust Equipment under the laws of any jurisdiction; provided, however, that
(except as otherwise provided herein) until that time title to the Trust
Equipment shall not pass to or vest in the Company, but title to and ownership
of all the Trust Equipment shall be and remain with the Trustee,
notwithstanding the delivery thereof to and the possession and use thereof by
the Company pursuant to this Agreement.

-16-
<PAGE> 21

patented inventions in and about the Trust Equipment, and to comply in all
respects with the laws of the United States of America and of all the states
and other jurisdictions in which the Trust Equipment, or any unit thereof, may
be operated, and with all lawful acts, rules, regulations and orders of any
commissions, boards and other legislative, executive, administrative or
judicial bodies or officers having power to regulate or supervise any of the
Trust Equipment, including without limitation all lawful acts, rules,
regulations and orders of any body having competent jurisdiction relating to
automatic coupler devices or attachments, air brakes or other appliances;
provided, however, that the Company may in good faith contest the validity of
any such law, act, rule, regulation or order, or the application thereof to the
Trust Equipment or any part thereof, in any manner which will not in the
judgment of the Trustee endanger the rights or interests of the Trustee or of
the holders of the Trust Certificates. The Company shall not be relieved from
any of its obligations hereunder by reason of the assertion or enforcement of
any such claims or the commencement or prosecution of any litigation in respect
thereof. The Company's obligation to indemnify the Trustee under this Section
4.06 shall survive the termination of this Agreement.

SECTION 4.07. Substitution and Replacement of Trust Equipment.
Upon Request, the Trustee shall, at any time and from time to time, execute and
deliver a bill of sale assigning and transferring to the transferee named by
the Company all the right, title and interest of the Trustee in and to any of
the units of Trust Equipment as provided herein; provided, however, that, at
the option of the Company, (a) there shall be paid to the Trustee cash in an
amount not less than the Value, as of the date of such Request, of the units of
Trust Equipment to be assigned or transferred by the Trustee or (b) there shall
be conveyed to the Trustee, at the time of assignment or transfer of any units
of Trust Equipment, other units of Equipment and of a Value not less than the
Value, as of the date of such Request, of the units of Trust Equipment to be
assigned or transferred.

At the time of delivery of any Request pursuant to the first paragraph
of this Section, the Company shall, if other Equipment is to be conveyed to the
Trustee in substitution for the Trust Equipment to be assigned or transferred
by the Trustee, deliver to the Trustee the following papers:

(1) an Officers' Certificate stating (i) the Value, as of
the date of said Request, of the Trust Equipment so to be assigned or
transferred by the Trustee and the date such Trust Equipment was first
put into use (or that such Trust Equipment was first put into use not
later than a specified date), (ii) that the requested assignment or
transfer by the Trustee will not impair the security under this
Agreement in contravention of the provisions hereof, (iii) the Value
of such substituted Equipment as of such date and the date such
substituted Equipment was first put into use (or that such substituted
Equipment was first put into use not earlier than a specified date),
(iv) that each unit of Equipment so to be substituted has been marked
as provided in Section 4.10, (v) that each such unit so to be
substituted is Equipment as herein defined and (vi) that the Company
is not in Default;

-17-
<PAGE> 22

(2) a certificate and a bill or bills of sale in respect
of such substituted Equipment as provided for in subparagraphs (a) and
(c) of the first paragraph of Section 3.04;

(3) an Opinion of Counsel to the effect that (i) such
bill or bills of sale are valid and effective, either alone or
together with any other instruments referred to in and accompanying
such opinion, to vest in the Trustee title to such substituted
Equipment free from all claims, liens, security interests and other
encumbrances (except as permitted herein) other than the rights of the
Company hereunder and (ii) a proper supplement hereto in respect of
each substituted unit of Equipment has been duly executed by the
Trustee and the Company and has been filed with the Interstate
Commerce Commission pursuant to the requirements of 49 U.S.C. Section
11303 and as otherwise required by Section 6.05 and has been deposited
with the Registrar General of Canada pursuant to Section 90 of the
Railway Act of Canada and publication of notice of such deposit in The
Canada Gazette in accordance with said Section 90 has been provided
for; and

(4) if the Cost of the Trust Equipment to be assigned or
transferred by the Trustee, less 1/20th of such Cost for each full
year elapsed between the date such Trust Equipment was first put into
use (as previously so certified) and the date as of which the Value
thereof is to be determined hereunder, plus the Cost of all other
Trust Equipment so assigned or transferred within the prior twelve
months, less 1/20th of such Cost for each full year elapsed between
the date such other Trust Equipment was first put into use (as
previously so certified) and the date as of which the Value thereof
was determined, as set forth in the certificate or certificates
required by this Section 4.07, is more than 10% of the principal
amount of Trust Certificates then outstanding, a certificate by an
Independent Engineer stating, as of the date of said Request, both the
Value of the Trust Equipment so to be assigned or transferred by the
Trustee and the Value of such substituted Equipment.

At the time of delivery of any Request pursuant to the first paragraph
of this Section, the Company shall, if cash is to be paid to the Trustee in
respect of the Trust Equipment to be assigned or transferred by the Trustee,
deliver to the Trustee an Officers' Certificate stating to the effect set forth
in clauses (i), (ii) and (vi) of subparagraph (1) of the second paragraph of
this Section.

Cash deposited with the Trustee pursuant to this Section or Section
4.08 shall, from time to time, be paid over by the Trustee to the Company upon
Request, against conveyance to the Trustee of units of Equipment having a
Value, as of the date of said Request, not less than the amount of cash so
paid, and upon delivery to the Trustee of papers corresponding to those set
forth in the second paragraph of this Section, with such appropriate
modifications as may be approved by the Trustee.

SECTION 4.08. Maintenance of Trust Equipment; Casualty Occurrences.
The Company agrees that it will maintain and keep all the Trust Equipment in
good order and proper

-18-
<PAGE> 23

repair at its own cost and expense, unless and until it becomes worn out,
unsuitable for use or lost or destroyed (such occurrences being hereinafter
called Casualty Occurrences). Whenever any of the Trust Equipment shall suffer
a Casualty Occurrence, the Company shall on or before the next following May
15, deliver to the Trustee an Engineer's Certificate describing such Trust
Equipment and stating the Value thereof as of the date such Trust Equipment
suffered such Casualty Occurrence. When the total Value of all units of the
Trust Equipment having suffered a Casualty Occurrence (exclusive of units
having suffered a Casualty Occurrence in respect of which a payment shall have
been made to the Trustee pursuant to this Section) shall exceed $250,000, the
Company, within 30 days after it shall have been informed of such event,
shall deliver to the Trustee an Engineer's Certificate describing such Trust
Equipment and stating the Value thereof as of the date such Trust Equipment
suffered such Casualty Occurrence and either (i) deposit with the Trustee an
amount in cash equal to the Value of such units as of the date of the
Casualty Occurrence in respect of each thereof or (ii) convey to
the Trustee, in accordance with the procedures and requirements of Section
4.07, units of Equipment with a Value, as of the date of such conveyance, not
less than the Value of the units suffering such Casualty Occurrence(s), as of
the date of the Casualty Occurrence in respect of each thereof. The rights and
remedies of the Trustee to enforce or to recover any of the rental payments
shall not be affected by reason of any Casualty Occurrence. Cash deposited
with the Trustee pursuant to this Section shall be held and applied as provided
in the fourth paragraph of Section 4.07.

Upon the deposit of cash with the Trustee pursuant to this Section
4.08, the Trustee shall execute and deliver a bill of sale in the form
reasonably requested by the Company assigning and transferring to the
transferee named by the Company all the right, title and interest of the
Trustee in and to the Trust Equipment which has suffered a Casualty Occurrence
and in respect of which such deposit is made.

The Company agrees to furnish to the Trustee on or before May 15 in
every calendar year commencing May 15, 1996, and during the continuance of the
lease provided for herein, an Officers/Certificate, dated as of the preceding
February 14, (1) stating the description and numbers of all units of Trust
Equipment that may have suffered a Casualty Occurrence or which have been
withdrawn from use pending major repairs (other than running repairs) since the
date of the last preceding statement (or the date of this Agreement in the case
of the first such statement), (2) that in the case of all the Trust Equipment
repainted or repaired since the date of the last preceding statement (or the
date of this Agreement in the case of the first statement) the plates or
markers required by Section 4.10 have been preserved, or that such Trust
Equipment when repainted or repaired has been again plated or marked as
required thereby, (3) that no Event of Default has occurred and is continuing,
(4) that, in the opinion of the signers, the Company is in compliance with all
of the terms of this Agreement and (5) covering such other matters as the
Trustee may reasonably request.

The Trustee, by its agents, shall have the right at any reasonable
time (which may be more frequent than once in each calendar year), but shall be
under no duty, to inspect the Trust Equipment at the then existing locations
thereof.

-19-
<PAGE> 24

SECTION 4.09. Possession of Trust Equipment. Except as provided in
this Section 4.09, without first obtaining the written consent of the Trustee,
the Company will not (a) assign or transfer its rights hereunder, (b) transfer
the Trust Equipment or any part thereof or (c) part with the possession of, or
suffer or allow to pass out of its possession and control, any of the Trust
Equipment. An assignment or transfer to any corporation which shall acquire
all or substantially all the property of the Company (by merger, consolidation
or otherwise) and which, by execution of an appropriate instrument satisfactory
to the Trustee, shall assume and agree to perform each and all the obligations
and covenants of the Company hereunder and under the guarantee endorsed on the
Trust Certificates shall not be deemed a breach of this covenant and such
assignment, transfer or assumption shall have the effect of releasing the
Company from its obligations hereunder and from its obligations as guarantor of
the Trust Certificates. The appointment of a receiver or receivers in equity
or reorganization or a trustee or trustees in bankruptcy or reorganization for
the Company or for its property shall not be deemed an unauthorized assignment
if, prior to any action by the Trustee to exercise the remedies herein
provided, such receiver or receivers or trustee or trustees shall, pursuant to
court order or decree, in writing duly assume and agree to pay or perform each
and all of the obligations and covenants of the Company hereunder and under the
guaranty endorsed on the Trust Certificates, in such manner that such
obligations shall have the same status as obligations incurred by such receiver
or receivers or trustee or trustees.

Notwithstanding the foregoing, so long as the Company shall not be in
Default, the Company and any of its Affiliates shall be entitled to the
possession and use of the Trust Equipment in accordance with the terms hereof,
and the Company or such Affiliates may also (a) furnish the Trust Equipment or
any part thereof to railroad companies for use upon the lines of railroad owned
or operated by them or over which they have trackage rights and upon connecting
and other railroads in the usual interchange of traffic, or to other than
railroad companies for use in their business, and (b) sublet or contract to
others located in the United States[, Mexico] and Canada all or any part of the
Trust Equipment, but only, in either case, upon and subject to all the terms
and conditions of this Agreement.

Any such sublease or contract may provide that the party acquiring the
use of units of the Trust Equipment, so long as it shall not be in default
under such sublease or contract, shall be entitled, subject to the rights of
the Trustee hereunder, to the possession of such units and the use thereof and,
subject to the provisions of Section 4.10 hereof, may provide for lettering or
marking upon such Equipment for convenience of identification of the leasehold
interest of such sublessee therein. Every such lease or contract shall contain
provisions which have the effect of subjecting the rights of the party
acquiring the use of units of the Trust Equipment under such lease or contract
to the rights and remedies of the Trustee in respect of such units.

The Trustee shall have the right to declare the lease provided for
herein terminated in case of any unauthorized assignment or transfer of the
Company's rights hereunder or in case of any unauthorized transfer or sublease
of any of the Trust Equipment. The election of the Trustee to terminate the
lease provided for herein shall have the same effect as the retaking of the
Trust Equipment by the Trustee as hereinafter provided.

-20-
<PAGE> 25

SECTION 4.10. Marking of Trust Equipment. [The Company agrees
that, as soon as practicable after the delivery to the Trustee pursuant to this
Agreement of each unit of the Trust Equipment, there shall be plainly,
distinctly, permanently and conspicuously placed and fastened upon each side of
each such unit a metal plate bearing the following words, or such words shall
be otherwise plainly, distinctly, permanently and conspicuously marked on each
side of such unit, in either case in letters not less than three-eighths of one
inch in height:

OWNERSHIP SUBJECT TO A SECURITY AGREEMENT
FILED WITH THE INTERSTATE COMMERCE COMMISSION.

In case, prior to the termination of the lease provided for herein,
any of such plates or marks shall at any time be removed, defaced or destroyed,
the Company shall forthwith cause the same to be restored or replaced.] The
Company shall not change, or permit to be changed, the numbers of any of the
Trust Equipment at any time covered hereby (or any numbers which may have been
substituted as herein provided) except in accordance with a statement of new
numbers to be substituted therefor which previously shall have been filed with
the Trustee by the Company and which shall be filed and recorded in like manner
as this Agreement.

The Trust Equipment may be lettered, "Union Tank Car Company", "UTLX",
or in some other appropriate manner for convenience of identification of the
leasehold interest of the Company therein, and may also be lettered, in case of
a sublease of any equipment made pursuant to Section 4.09 hereof, in such
manner as may be appropriate for convenience of identification of the
subleasehold interest therein; but the Company, during the continuance of the
lease provided for herein, will not allow any lettering or designation to be
placed on any of the Trust Equipment claiming ownership thereof by the Company
or by any person, firm, association or corporation other than the Trustee.

ARTICLE FIVE

Events of Default and Remedies

SECTION 5.01. Events of Default. The Company covenants and agrees
that in case:

(a) the Company shall default in the payment of any part
of the rental payable hereunder for more than 10 Business Days after
the same shall have become due and payable, or

(b) the Company shall make or suffer any unauthorized
assignment or transfer of its rights hereunder or shall make any
unauthorized transfer or sublease (including, for the purpose of this
clause, contracts for the use thereof) of any of the Trust Equipment,
or, except as herein authorized, shall part with the possession of any
of the Trust Equipment, and shall fail or refuse either to cause such
assignment or transfer or sublease to be canceled by agreement of all
parties having any interest therein and

-21-
<PAGE> 26

recover possession of such Trust Equipment within 30 days after the
Trustee shall have demanded in writing such cancellation and recovery
of possession, or within said 30 days to deposit with the Trustee a
sum in cash equal to the Value, as of the date of such unauthorized
action, of such Trust Equipment (any sum so deposited to be returned
to the Company upon the cancellation of such assignment, transfer or
sublease and the recovery of possession by the Company of such Trust
Equipment), or

(c) the Company shall fail or refuse to comply with any
other of the terms and covenants hereof on its part to be kept and
performed, or to make provision satisfactory to the Trustee for such
compliance, for a period which is the shorter of (i) 60 days after the
Trustee shall have demanded in writing performance thereof and (ii) 30
days after the Company has knowledge of any failure on its part to so
comply, or

(d) the lease provided for herein shall be terminated by
operation of law or pursuant to the last paragraph of Section 4.09, or

(e) any order, judgment or decree is entered under any
bankruptcy, reorganization, compromise, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any
jurisdiction (herein called the "Bankruptcy Law") adjudicating the
Company bankrupt or insolvent, or the Company petitions or applies to
any tribunal for, or consents to, the appointment of, or taking
possession by, a trustee, receiver, custodian, liquidator or similar
official, of the Company or of substantially all the assets of the
Company or commences a voluntary case under the Bankruptcy Law or any
proceedings relating to the Company under the Bankruptcy Law, whether
now or hereafter in effect; or any such petition or application is
filed, or any such proceedings are commenced, against the Company and
the Company by any act or failure to act indicates its approval
thereof, consent thereto or acquiescence therein, or an order for
relief is entered in an involuntary case against the Company under the
Bankruptcy Law, as now or hereafter constituted, or an order, judgment
or decree is entered appointing any such trustee, receiver, custodian,
liquidator or similar official, or approving the petition in any such
proceedings, and such order, judgment or decree remains unstayed and
in effect for more than 60 days, or

(f) the Company shall fail to perform under its guarantee
of certain obligations of Procor Limited contained in Section __ of
the Pass Through Trust Agreement 1995-A, dated as of September __,
1995, [between] the Company and
_______________________________________________________, as Pass
Through Trustee[, and endorsed on the certificates issued thereunder].

-22-
<PAGE> 27

advance rental, but not including rentals required for the payment of interest
accruing after the date of such declaration) payable by the Company as set
forth in Section 4.04 and not theretofore paid. Thereupon the entire amount of
such principal and rentals shall forthwith become and shall be due and payable
immediately without further demand, together with interest at the Penalty Rate,
to the extent legally enforceable, on any portion thereof overdue.

In case the Company shall fail to pay any installment of rental
payable pursuant to Section 4.04 in respect of the principal of, or interest
on, the Trust Certificates when and as the same shall have become due and
payable hereunder, and such Default shall have continued for a period of more
than ten Business Days, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the rentals so due and
unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Company
or other obligor upon the Trust Certificates and collect in the manner provided
by law out of the property of the Company or other obligor upon the Trust
Certificates wherever situated the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor upon the Trust
Certificates under the Bankruptcy Law or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the Company
or such other obligor, or in case of any other judicial proceedings relative to
the Company or such other obligor, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the rental
payments hereunder or the principal amount of the Trust Certificates shall then
be due and payable as herein or therein expressed whether by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand or
declaration pursuant to the provisions of this Section, shall be entitled and
empowered by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the entire amount of the rentals then or thereafter payable
(including any unpaid advance rental, but not including rentals required for
the payment of interest accruing after the date of such declaration) and to
file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for reasonable
compensation to the Trustee, its agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee except as a result of its negligence or willful misconduct) and
of the holders of the Trust Certificates allowed in such proceedings and to
collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims
of the holders of the Trust Certificates and of the Trustee on their behalf;
and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of the Trust Certificates to make payments to
the Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to the holders of the Trust Certificates, to pay to the
Trustee such amount as shall be sufficient to cover reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or willful misconduct.

-23-
<PAGE> 28

All rights of action and to assert claims under this Agreement, or
under any of the Trust Certificates, may be enforced by the Trustee without the
possession of any of the Trust Certificates or the production thereof on any
trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Trust Certificates. In any proceedings brought by the
Trustee (and also any proceedings involving the interpretation of any provision
of this Agreement to which the Trustee shall be a party) the Trustee shall be
held to represent all the holders of the Trust Certificates, and it shall not
be necessary to make any holders of the Trust Certificates parties to such
proceedings.

SECTION 5.02. Remedies. In case of the happening and continuance
of any Event of Default, the Trustee may by its agents enter upon the premises
of the Company and any of its Affiliates or sublessees (or other person having
acquired the use of the Trust Equipment) where any of the Trust Equipment may
be and take possession of all or any part of the Trust Equipment and withdraw
the same from said premises, retaining all payments which up to that time may
have been made on account of rental for the Trust Equipment and otherwise, and
shall be entitled to collect, receive and retain all unpaid mileage, hourly or
other charges of any kind earned by the Trust Equipment or any part thereof,
and may lease or otherwise contract for the use of the Trust Equipment or any
part thereof, or with or without retaking possession thereof (but only after
declaring due and payable the entire amount of rentals payable by the Company
and the principal of all the then outstanding Trust Certificates, as provided
in Section 5.01) may sell the same or any part thereof, free from any and all
claims of the Company at law or in equity in one lot and as an entirety or in
separate lots, at public or private sale, for cash or upon credit, in its
discretion, and may proceed otherwise to enforce its rights and the rights of
the holders of then outstanding Trust Certificates, all subject to any
mandatory requirements of law applicable thereto. Upon any such sale, the
Trustee itself may bid for the property offered for sale or any part thereof.
Any such sale may be held or conducted at such place and at such time as the
Trustee may specify, or as may be required by law, and without gathering at the
place of sale the Trust Equipment to be sold, and in general in such manner as
the Trustee may determine, but so that the Company may and shall have a
reasonable opportunity to bid at any such sale. Upon such taking possession or
withdrawal or lease or sale of the Trust Equipment, the Company shall cease to
have any rights or remedies ln respect of the Trust Equipment hereunder, but
all such rights and remedies shall be deemed thenceforth to have been waived
and surrendered by the Company, and no payments theretofore made by the Company
for the rent or use of the Trust Equipment or any of it shall give to the
Company any legal or equitable interest or title in or to the Trust Equipment
or any of it or any cause or right of action at law or in equity in respect of
the Trust Equipment against the Trustee or the holders of interests hereunder.
No such taking possession, withdrawal, lease or sale of the Trust Equipment by
the Trustee shall be a bar to the recovery by the Trustee from the Company of
rentals then or thereafter due and payable, or of principal and interest in
respect of the Trust Certificates, and the Company shall be and remain liable
for the same until such sums have been realized as, with the proceeds of the
lease or sale of the Trust Equipment, shall be sufficient for the discharge and
payment in full of all the obligations of the Company under this Agreement.

-24-
<PAGE> 29

SECTION 5.03. Application of Proceeds. If the Trustee shall
exercise any of the powers conferred upon it by Sections 5.01 and 5.02, all
payments made by the Company to the Trustee, and the proceeds of any judgment
collected from the Company by the Trustee, and the proceeds of every sale or
lease by the Trustee of any of the Trust Equipment, together with any other
sums which may then be held by the Trustee under any of the provisions hereof
(other than sums held in trust for the payment of specific Trust Certificates
or a part thereof, or interest thereon), shall be applied by the Trustee to the
payment, in the following order of priority, (a) of all proper charges,
expenses or advances made or incurred by the Trustee in accordance with the
provisions of this Agreement and (b) of the interest then due, with interest on
overdue interest at the Penalty Rate, to the extent legally enforceable, and of
the principal of all the outstanding Trust Certificates, with interest thereon
at the Penalty Rate, to the extent legally enforceable, from the last preceding
interest payment date, whether such Trust Certificates shall have then matured
by their terms or not, all such payments to be pro rata and in full if such
proceeds shall be sufficient, and if not sufficient, then first to interest and
then to principal.

After all such payments shall have been made in full, the title to any
of the Trust Equipment remaining unsold shall be conveyed by the Trustee to the
Company free from any further liabilities or obligations to the Trustee
hereunder. If after applying all such sums of money realized by the Trustee as
aforesaid there shall remain any amount due to the Trustee under the provisions
hereof, the Company agrees to pay the amount of such deficit to the Trustee.
If after applying as aforesaid the sums of money realized by the Trustee there
shall remain a surplus in the possession of the Trustee, such surplus shall be
paid to the Company.

SECTION 5.04. Waivers of Default. Prior to the declaration of the
acceleration of the maturity of the rentals due hereunder and of the maturity
of all the Trust Certificates as provided in Section 5.01, the holders of more
than 50% in aggregate unpaid principal amount of the Trust Certificates at the
time outstanding may on behalf of the holders of all the Trust Certificates
waive any past Default and its consequences, except a Default in the payment of
any installment of rental then due and payable pursuant to Section 4.04 in
respect of the principal of, or interest on, the Trust Certificates, but no
such waiver shall extend to or affect any subsequent Default or impair any
right consequent thereon.

If at any time after the principal of all the Trust Certificates shall
have been declared and become due and payable or if at any time after the
entire amount of rentals shall have been declared and become due and payable,
all as provided in Section 5.01, all arrears of rent (with interest at the
Penalty Rate upon any overdue installments, to the extent legally
enforceable), the expenses and reasonable compensation of the Trustee, together
with all expenses of the trust occasioned by the Company's Default, and all
other sums which shall have become due and payable hereunder shall be paid by
the Company before any sale or lease by the Trustee of any of the Trust
Equipment, and every other Default shall be made good or secured to the
satisfaction of the Trustee and the holders of the Trust Certificates, or
provision deemed by the Trustee to be adequate shall be made therefor, then,
and in every such case, the Trustee, if so requested by the holders of more
than 50% in aggregate unpaid principal amount of the Trust Certificates then
outstanding according to their terms, shall by written notice to the Company

-25-
<PAGE> 30

waive the Default by reason of which there shall have been such declaration or
declarations and the consequences of such Default, but no such waiver shall
extend to or affect any subsequent Default or impair any right consequent
thereon.

SECTION 5.05. Obligations of Company Not Affected by Remedies. No
retaking of possession of the Trust Equipment by the Trustee, or any
withdrawal, lease or sale thereof, nor any action or failure or omission to act
against the Company or in respect of the Trust Equipment, on the part of the
Trustee or on the part of the holder of any Trust Certificate, nor any delay or
indulgence granted to the Company by the Trustee or by any such holder, shall
affect the obligations of the Company hereunder or the obligations of the
Company under its guarantee endorsed on the Trust Certificates. The Company
hereby waives presentation and demand in respect of any of the Trust
Certificates and waive notice of presentation, of demand and of any Default in
the payment of the principal of and interest on the Trust Certificates.

SECTION 5.06. Company To Deliver Trust Equipment to Trustee. In
case the Trustee shall rightfully demand possession of any of the Trust
Equipment in pursuance of this Agreement, the Company will, at its own expense,
forthwith and in the usual manner and at usual speed, cause such Trust
Equipment to be drawn to such point or points as shall reasonably be designated
by the Trustee and will there deliver or cause to be delivered the same to the
Trustee; or, at the option of the Trustee, the Trustee may keep such Trust
Equipment, at the expense of the Company, on any lines of railroad or premises
approved by the Trustee until the Trustee shall have leased, sold or otherwise
disposed of the same. The performance of the foregoing covenant is of the
essence of this Agreement and upon application to any court having jurisdiction
in the premises, the Trustee shall be entitled to a decree against the Company
requiring the specific performance thereof.

SECTION 5.08. Control by Holders of Trust Certificates. The
holders of more than 50% in aggregate unpaid principal amount of the
outstanding Trust Certificates, by an instrument or instruments in writing
executed and delivered to the Trustee, shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
however, that the Trustee shall have the right to decline to follow any such
direction if the Trustee shall be advised by counsel that the action so
directed may not lawfully be taken.

-26-
<PAGE> 31

to the Trustee written notice of a Default and of the continuance thereof, as
herein provided, and unless also the holders of more than 50% in aggregate
principal amount of the Trust Certificates then outstanding shall have made
written request to the Trustee to institute such action or proceeding in its
own name as trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 30 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceeding and no direction inconsistent
with such written request shall have been given to the Trustee pursuant to
Section 5.08; and no one or more holders of Trust Certificates shall have any
right in any manner whatever to affect or prejudice the rights of any other
holder of Trust Certificates, or to obtain or seek to obtain priority over any
other such holder or to enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Trust Certificates. For the protection and enforcement of the
provisions of this Section, each and every holder of a Trust Certificate and
the Trustee shall be entitled to such relief as can be given either at law or
in equity.

SECTION 5.10. Unconditional Right of Holders of Trust Certificates
To Sue for Principal and Interest. Notwithstanding any other provision in this
Agreement, the right of any holder of any Trust Certificate to receive payment
of the principal of and interest on such Trust Certificate, on or after the due
date expressed in such Trust Certificate, or to institute suit for the
enforcement of any such payment on or after such date, shall not be impaired or
affected without the consent of such holder, except no such suit shall be
instituted if and to the extent that the institution or prosecution thereof or
the entry of judgment therein would, under applicable law, result in the
surrender, impairment, waiver or loss of the title reserved under this
Agreement upon any property subject hereto.

SECTION 5.11. Remedies Cumulative; Subject to Mandatory
Requirements of Law. The remedies in this Agreement provided in favor of the
Trustee and the holders of the Trust Certificates shall not be deemed
exclusive, but shall be cumulative, and shall be in addition to all other
remedies in their favor existing at law or in equity; and such remedies shall
be subject in all respects to any mandatory requirements of law at the time
applicable thereto, to the extent such requirements may not be waived on the
part of the Company.

ARTICLE SIX

Additional Agreements by the Company

SECTION 6.01. Guarantee of the Company. The Company guarantees
that the holder of each of the Trust Certificates shall receive the principal
amount thereof, in such coin or currency of the United States of America as, at
the time of payment, shall be legal tender for the payment of public and
private debts, when and as the same shall become due and payable in accordance
with the provisions thereof or of this Agreement (and, if not so paid, with
interest thereon until paid at the Penalty Rate, to the extent legally
enforceable), and shall receive

-27-
<PAGE> 32

interest thereon in like money at the rate specified therein, at the times and
place and otherwise as expressed in the Trust Certificates and this Agreement
(and, if not so paid, with interest thereon until paid at the Penalty Rate, to
the extent legally enforceable); and the Company agrees to endorse upon each of
the Trust Certificates, at or before the issuance and delivery thereof by the
Trustee, its guarantee of the prompt payment of the principal thereof and of
the interest thereon, in substantially the form herein set forth. Said
guarantee so endorsed shall be signed in the name and on behalf of the Company
by the manual or facsimile signature of its President, a Vice President or
Treasurer. In case any officer of the Company whose signature shall appear on
said guaranty shall cease to be such officer before the Trust Certificates
shall have been issued and delivered by the Trustee, or shall not have been
acting in such capacity on the date of the Trust Certificates, such guarantee
shall nevertheless be as effective and binding upon the Company as though the
person who signed said guarantee had not ceased to be or had then been such
officer.

SECTION 6.02. Discharge of Liens. The Company agrees that it will
pay and discharge, or make adequate provision for the payment or discharge of,
any debt, tax, charge, assessment, obligation or claim which if unpaid might
become a lien or charge upon or against any of the Trust Equipment; but this
provision shall not require the payment of any such debt, tax, charge,
assessment, obligation or claim so long as the validity thereof shall be
contested in good faith and by appropriate legal proceedings that do not
materially endanger the rights or interests of the Trustee or of the holders of
the Trust Certificates and the Company shall have furnished the Trustee with an
Opinion of Counsel to such effect.

If the Company does not forthwith pay and discharge, or cause to be
paid and discharged, or make adequate provision for the satisfaction or
discharge of, any such debt, tax, charge, assessment, obligation or claim as
required by this Section, the Trustee may, but shall not be obligated to, pay
and discharge the same and any amounts so paid shall be secured by and under
this Agreement until reimbursed by the Company.

SECTION 6.03. Further Assurances. The Company agrees to do all
such acts and execute all such instruments of further assurance as it shall be
reasonably requested by the Trustee to do or execute for the purpose of fully
carrying out and effectuating this Agreement and the intent hereof.

-28-
<PAGE> 33

accordance with said Section 90. The Company will from time to time
reregister, refile and rerecord this Agreement and each supplement hereto and
do and perform any other act and will execute, acknowledge, deliver, file,
register and record any and all further instruments required by the law of any
jurisdiction in which use of the Equipment is permitted by Section 4.09 hereof
or reasonably requested by the Trustee for the purpose of proper protection of
the title of the Trustee and the rights of the holders of the Trust
Certificates and of fully carrying out and effectuating this Agreement and the
intent hereof; provided, however, that the Company shall not be required to
take any such action if (1) such action is unduly burdensome and (2) after
giving effect to the failure to take such action, the Company has taken all
action required by law so as to protect the title of the Trustee to units of
Trust Equipment having a Value of not less than 908 of the aggregate Value of
all the Trust Equipment.

Promptly after the execution and delivery of this Agreement and each
supplement hereto, the Company shall furnish to the Trustee an Opinion of
Counsel stating that, in the opinion of such counsel, this Agreement or such
supplement, as the case may be, has been properly recorded, filed and deposited
in compliance with the preceding paragraph of this Section and reciting the
details of such action and no other filing or recordation or refiling or
rerecordation or depositing or redepositing is necessary for the protection of
the rights of the Trustee in the United States of America, any State thereof or
the District of Columbia or Canada or any subdivision thereof. The Company
shall furnish to the Trustee, not later than August 1 in each year, commencing
with the year 1996, an Opinion of Counsel stating that, in the opinion of such
counsel, either (i) such action has been taken with respect to the recording,
filing, registering and depositing and rerecording, refiling, reregistering and
redepositing of this Agreement and each supplement hereto as is necessary to
comply with the preceding paragraph of this Section and reciting the details of
such action or (ii) no such action is necessary for such purpose. In rendering
any such opinion, such counsel may conclusively rely upon an Officers'
Certificate as to the location of the Trust Equipment.

ARTICLE SEVEN

Concerning the Holders of Trust Certificates

SECTION 7.01. Evidence of Action Taken by Holders of Trust
Certificates. Whenever in this Agreement it is provided that the holders of a
specified percentage in aggregate unpaid principal amount of the Trust
Certificates may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the holders of
such specified percentage have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by holders of
Trust Certificates in person or by agent or proxy appointed in writing.

SECTION 7.02. Proof of Execution of Instruments and of Holding of
Trust Certificates. The execution of any instrument by a holder of Trust
Certificates or his agent or

-29-
<PAGE> 34

proxy may be proved by the certificate of any notary public or other officer of
any jurisdiction within the United States of America or Canada authorized to
take acknowledgments of deeds to be recorded in such jurisdiction that the
person executing such instrument acknowledged to him the execution thereof, or
by an affidavit of a witness to such execution sworn to before any such notary
or other such officer.

The ownership of Trust Certificates may be proved by the register of
such Trust Certificates or by a certificate of the registrar thereof.

SECTION 7.03. Trust Certificates Owned by Company. In determining
whether the holders of the requisite principal amount of the Trust Certificates
have concurred in any direction, request, consent, amendment or waiver under
this Agreement, Trust Certificates which are owned by the Company or by any
other obligor on the Trust Certificates or by an Affiliate of the Company or
any such other obligor shall be disregarded, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, request or consent, only Trust Certificates which the Trustee
actually knows are so owned shall be disregarded.

SECTION 7.04. Right of Revocation of Action Taken. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
7.01, of the taking of any action by the holders of the required percentage in
aggregate unpaid principal amount of the Trust Certificates specified in this
Agreement, any holder of a Trust Certificate may, by filing written notice with
the Trustee at the Corporate Trust Office and upon proof of holding as provided
in Section 7.02, revoke such action insofar as concerns such Trust Certificate.
Except as aforesaid, any such action taken by the holder of any Trust
Certificate shall be conclusive and binding upon such holder and upon all
future holders and owners of such Trust Certificate and of any Trust
Certificate issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Trust
Certificate. Any action taken by the holders of the required percentage in
aggregate unpaid principal amount of the Trust Certificates specified in this
Agreement shall be conclusive and binding upon the Company, the Trustee and the
holders of all the Trust Certificates.

SECTION 7.05. Amendment or Waiver. Any provision of this Agreement
may be amended or waived with the written consent of the holders of not less
than 66-2/3% of the aggregate unpaid principal amount of the Trust Certificates
then outstanding; provided, however, that without the consent of the holders of
100% of the aggregate unpaid principal amount of Trust Certificates then
outstanding, no such amendment or waiver shall (1) change the amount of
principal, change the amount or dates of payment of installments of principal
or reduce the rate or extend the time of payment of interest with respect to
the Trust Certificates without the consent of the holders of each Trust
Certificate so affected, (2) reduce the amount of or extend the time of payment
of any rentals payable under this Agreement or release or provide for the
release of any of the Trust Equipment or any other property or cash held by the
Trustee in trust, otherwise than as expressly permitted by the present terms of
this Agreement, or (3) reduce the

-30-
<PAGE> 35

percentage of the aggregate unpaid principal amount of Trust Certificates then
outstanding, the holders of which are required to approve any amendment or to
effect any waiver.

ARTICLE EIGHT

The Trustee

SECTION 8.01. Acceptance of Trust. The Trustee hereby accepts the
trust imposed upon it by this Agreement and agrees to perform the same as
herein expressed.

SECTION 8.02. Duties and Responsibilities of the Trustee. In case
an Event of Default has occurred (which has not been cured), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own wilful misconduct, except that
(a) prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred:

(1) the duties and obligations of the Trustee
shall be determined solely by the express provisions of this
Agreement, and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the
Trustee; and

(2) in the absence of bad faith on the part of
the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished
to the Trustee and conforming to the requirements of this
Agreement; but in the case of any such certificates or
opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not
they conform to the requirements of this Agreement;

(b) the Trustee shall not be liable for any error of
judgment made in good faith, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts or that its
action or inaction was contrary to the express provisions of this
Agreement;

-31-
<PAGE> 36

(c) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the holders of more than 50% in aggregate unpaid
principal amount of the then outstanding Trust Certificates relating
to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Agreement;

(d) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, Trust
Certificate, guarantee or other paper or.document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;

(e) the Trustee may consult with counsel, and any Opinion
of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered by it hereunder in good faith
and in accordance with such Opinion of Counsel and not contrary to any
express provisions of this Agreement;

(f) the Trustee shall be under no obligation to exercise
any of its rights or powers vested in it by this Agreement at the
request, order or direction of any of the holders of the Trust
Certificates, pursuant to the provisions of this Agreement, unless
such holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred therein or thereby; and

(g) the Trustee shall not be liable for any action taken
by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement.

SECTION 8.03. Application of Rentals. The Trustee agrees to apply
the rentals received by it under Section 4.04(B) when and as the same shall be
received, and to the extent that such rentals shall be sufficient therefor, for
the purposes specified in Section 4.04(B). In the event that rentals received
by the Trustee under Sections 4.04(B)(3) or 4.04(B)(4) are not sufficient to
pay in full the interest or principal then due and owing on the Trust
Certificates, such rentals shall be applied by the Trustee pro rata to each of
the Trust Certificates first to interest and then to principal then due and
payable.

The Trustee shall not be required to undertake any act or duty in the
way of insuring, taking care of or taking possession of the Trust Equipment or
to undertake any other act or duty under this Agreement until fully indemnified
by the Company or by one or more of the holders of the Trust Certificates
against all liability and expenses; and the Trustee shall not be responsible
for the filing or recording or refiling or rerecording of this Agreement or of
any supplement hereto or statement of new numbers.

SECTION 8.04. Funds May be Held by Trustee; Investments. Any funds
at any time paid to or held by the Trustee hereunder until paid out by the
Trustee as herein provided

-32-
<PAGE> 37

may be carried by the Trustee on deposit with itself, and the Trustee will not
be obligated to pay interest on such funds.

At any time, and from time to time, if at the time no Event of Default
shall have occurred and be continuing, the Trustee, on Request, shall invest
and reinvest Deposited Cash held by it or cash deposited with it pursuant to
Section 4.07 or Section 4.08 (hereinafter in this Section called "Replacement
Funds") in Investments, at such prices, not in excess of fair market value at
the time of investment, including any premium and accrued interest, as are set
forth in such Request, such Investments to be held by the Trustee in trust for
the benefit of the holders of the Trust Certificates.

The Trustee shall, on Request, or the Trustee may, in the event funds
are required for payment against delivery of Trust Equipment or for payment of
the principal of or interest on any Trust Certificate, or in the event of a
Default, sell such Investments, or any portion thereof, and restore to
Deposited Cash or Replacement Funds, as the case may be, the proceeds of any
such sale up to the amount paid for such Investments, including accrued
interest, or apply such proceeds to the payment of said principal and interest
if and to the extent such proceeds are needed therefor. The Trustee shall not
be deemed responsible for any loss resulting from the purchase and sale of such
Investments on Request unless such loss results from the misconduct or
negligence of the Trustee, and upon demand of the Trustee the Company will
reimburse the Trustee for any such loss for which the Trustee is not
responsible.

The Trustee shall restore to Deposited Cash or Replacement Funds, as
the case may be, out of rent received by it for that purpose under the
provisions of Section 4.04(B)(1), an amount equal to any expenses reasonably
incurred in connection with any purchase or sale of Investments and also an
amount equal to any loss of principal incident to the sale or redemption of any
Investments for a sum less than the amount paid therefor, including accrued
interest.

The Company, if not to the knowledge of the Trustee in Default, shall
be entitled to receive any interest allowed as provided in the first paragraph
of this Section and any interest (in excess of accrued interest paid from
Deposited Cash at the time of purchase) or other profit which may be realized
from any sale or redemption of Investments.

SECTION 8.05. Trustee Not Liable for Delivery Delays or Defects in
Equipment or Title. The Trustee shall not be liable to anyone for any delay in
the delivery of any of the Trust Equipment, or for any default on the part of
the manufacturers thereof or of the Company, or for any defect in any of the
Trust Equipment or in the title thereto, nor shall anything herein be construed
as a warranty on the part of the Trustee in respect thereof or as a
representation on the part of the Trustee in respect of the value thereof or in
respect of the title thereto or otherwise.

The Trustee may perform its powers and duties with respect to the
delivery and acceptance of the Trust Equipment by or through such attorneys,
agents and servants as it shall appoint, and shall be answerable only for its
own acts, negligence and willful defaults and not

-33-
<PAGE> 38

for the default or misconduct of any attorney, agent or servant appointed by it
in respect thereof with reasonable care.

The Trustee shall be entitled to receive payment of all of its
reasonable expenses and disbursements hereunder, including reasonable counsel
fees, and to receive reasonable compensation for all services rendered by it in
the execution of the trust hereby created, all of which shall be paid by the
Company.

The Trustee in its individual capacity may own, hold and dispose of
Trust Certificates.

Any moneys at any time held by the Trustee or any paying agent
hereunder shall until paid out or invested by the Trustee or any paying agent
as herein provided, be held by it in trust as herein provided for the benefit
of the holders of the Trust Certificates.

SECTION 8.06. Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee may resign and be discharged of the trust created by
this Agreement by giving 30 days' written notice to the Company and such
resignation shall take effect upon the earlier of 30 days after the delivery
thereof to the Company or receipt by the Trustee of an instrument of acceptance
executed by a successor trustee as hereinafter provided in Section 8.07.

(b) The Trustee may be removed at any time by an instrument in
writing signed by the holders of more than 50% in principal amount of the Trust
Certificates then outstanding, delivered to the Trustee and to the Company.

(c) If at any time the Trustee shall resign or be removed or
otherwise become incapable of acting or, if at any time a vacancy shall occur
in the office of the Trustee for any other cause, a successor trustee may be
appointed by the holders of more than 50% of the aggregate principal amount of
the then outstanding Trust Certificates by an instrument in writing delivered
to the Company and the Trustee. Until a successor trustee shall be appointed
by the holders of Trust Certificates as herein authorized, the Company by an
instrument in writing executed by order of its Board of Directors shall appoint
a trustee to fill such vacancy. A successor trustee so appointed by the
Company shall immediately and without further act be superseded by a successor
trustee appointed by the holders of Trust Certificates in the manner provided
above. Every successor trustee appointed pursuant to this Section shall be a
national bank, or a bank or trust company organized and doing business under
the laws of the United States of America, any State or Territory thereof or of
the District of Columbia, and having capital and surplus of not less than
$250,000,000, if there be such an institution willing, qualified and able to
accept the trust upon reasonable or customary terms.

(d) The Company shall give notice of each resignation, removal or
incapacity of the then Trustee or of a vacancy occurring in the office of the
Trustee for any other cause and of each appointment by the Company of a
successor trustee pursuant to paragraph (c) of this Section by mailing written
notice of such event by first-class mail, postage prepaid, to the holders of
all outstanding Trust Certificates.

-34-
<PAGE> 39

SECTION 8.07. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 8.06 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations of its predecessor hereunder,
with like effect as if originally named as Trustee herein; but, nevertheless,
on the written request of the Company or of the successor trustee, upon payment
of its charges then unpaid, the trustee ceasing to act shall execute and
deliver an instrument transferring to such successor trustee all the rights and
powers of the trustee so ceasing to act. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all
such rights and powers. Any trustee ceasing to act shall, nevertheless, retain
a lien upon all property or funds held or collected by such trustee to secure
any amounts then due it pursuant to the provisions of Section 8.05.

SECTION 8.08. Merger or Consolidation of Trustee. Any corporation
qualified under the provisions of Section 8.06 into which the Trustee may be
merged or with which it may be consolidated or any such corporation resulting
from any merger or consolidation to which the Trustee shall be a party or to
which all or substantially all the corporate trust business of the Trustee
shall be transferred shall be the successor of the Trustee hereunder, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.

SECTION 8.09. Return of Certain Moneys to Company. Notwithstanding
any provision of this Agreement, any moneys paid to the Trustee which are
applicable to the payment of the principal of or interest on any Trust
Certificates which remain unclaimed for two years after the day when such
moneys were due and payable shall then be repaid to the Company upon Request,
and the holders of such Trust Certificates shall thereafter be entitled to look
only to the Company for payment thereof and all liability of the Trustee with
respect to such moneys shall thereupon cease.

ARTICLE NINE

Miscellaneous

SECTION 9.01. Rights Confined to Parties and Holders. Nothing
expressed or implied herein shall be construed to confer upon any person, firm
or corporation, other than the parties hereto and the holders of the Trust
Certificates, any right, remedy or claim under or by reason of this Agreement
or of any term, agreement or condition herein, and all the terms, covenants and
conditions herein shall be for the sole and exclusive benefit of the parties
hereto and their successors and of the holders of the Trust Certificates.

-35-
<PAGE> 40

SECTION 9.02. No Recourse. No recourse under this Agreement, or
under the guaranty endorsed on any Trust Certificate, shall be had against any
person, solely by reason of the fact that he is a stockholder, officer or
director of the Company, as such, by the enforcement of any assessment or by
any legal or equitable proceeding, by virtue of any statute or otherwise; it
being expressly agreed that this Agreement and said guaranty are solely
corporate obligations, and that no personal liability whatever shall attach to
or be incurred by any person, solely by reason of the fact that he is a
stockholder, officer or director of the Company, under or by reason of any of
the terms, agreements or conditions contained in this Agreement or in said
guarantee, or implied therefrom, and that any and all such personal liability,
either at common law or in equity, or by statute or constitution, is hereby
expressly waived as a condition of and consideration for the execution of this
Agreement and said guarantee.

SECTION 9.03. Binding Upon Assigns. Except as otherwise provided
herein, the provisions of this Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns.

SECTION 9.04. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been received by the
addressee on the date of actual receipt (if such date is a Business Day,
otherwise on the next Business Day), if transmitted by mail, telex, telecopy
(confirmed by hard copy) or similar transmission, or by hand, addressed as
follows: (a) in the case of the Company, 225 West Washington Street, Chicago,
Illinois 60606, marked to the attention of its Treasurer, or such other address
as may hereafter be furnished to the Trustee in writing by the Company, (b) in
the case of the Trustee, the address set forth in the definition of Corporate
Trust Office in Section 1.01 or such other address as may hereafter be
furnished to the Company and Union in writing by the Trustee and (c) in the
case of any holder of Trust Certificates, at its address shown on the registry
books maintained by the Trustee or at such other address as such holder may
from time to time furnish to the Trustee for such purpose. An affidavit by any
person representing or acting on behalf of the Company or the Trustee, as to
such mailing, having the registry receipt attached, shall be conclusive
evidence of the giving of such demand, notice or communication.

SECTION 9.05. Effect of Headings: Date Executed; and Governing Law.
(a) The Article and Section headings herein are for convenience only and shall
not affect the construction hereof.

(b) This Agreement shall be deemed to have been executed on the
date of the acknowledgment thereof by the officer of the Trustee who signed it
on behalf of the Trustee.

SECTION 9.06. Legal Holidays. In any case where any date for
payment of interest, date for payment of rental or date of maturity of any
installment of principal on the Trust Certificates shall not be a Business Day,
then, notwithstanding any other provision of this

-36-
<PAGE> 41

Agreement or the Trust Certificates, payment need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect
as if made on such date for payment of interest, date for payment of rental or
date of maturity of any installment of principal on the Trust Certificates, and
if payment is made on such next succeeding Business Day no interest shall
accrue on the amount of such payment for the period from and after such date
for payment of interest, or for payment of rental or date of maturity of any
installment of principal on the Trust Certificates, as the case may be, to and
including such next succeeding Business Day.

SECTION 9.07. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Company and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized and their respective corporate seals, duly attested, to be hereunto
affixed as of the day and year first above written.

<TABLE>
<S> <C>
_________________________________________
Trustee

By________________________________________
Title:

Attest:

___________________________________
Trust Officer

UNION TANK CAR COMPANY

By________________________________________
Title:

Attest:

__________________________________
Secretary
</TABLE>

-37-
<PAGE> 42

STATE OF ______________ )
) ss.:
COUNTY OF _____________ )

On this, ___ day of September, 1995, before me personally appeared
______________________, to me personally known, who, being by me duly sworn,
says that such person is ____________________________ of
____________________________ and that said instrument was signed on behalf of
said bank by authority of its Board of Directors and he acknowledged that the
execution of the foregoing instrument was the free act and deed of said bank.

________________________________________
Notary Public

[Notarial Seal]

My Commission expires ________________

-38-
<PAGE> 43

STATE OF ILLINOIS, )
) ss.:
COUNTY OF COOK, )

On this ____ day of September, 1995, before me personally appeared
______________________, to me personally known, who, being by me duly sworn,
says that he is _________________________ of UNION TANK CAR COMPANY, and that
said instrument was signed on behalf of said corporation by authority of its
Board of Directors and he acknowledged that the execution of the foregoing
instrument was the free act and deed of said corporation.

___________________________________________
Notary Public

[Notarial Seal]

My Commission expires ________________

-39-

<PAGE> 1

Exhibit 4(c)(3)

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

PROCOR LIMITED
EQUIPMENT TRUST
SERIES 25-CAN

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

EQUIPMENT TRUST AGREEMENT

Dated as of September __, 1995

Between

,
--------------------------------------
Trustee,

and

PROCOR LIMITED

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

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

Filed with the Interstate Commerce Commission pursuant to 49 U.S.C.
Section 11303 on September __, 1995, at [______ A.M./P.M.], recordation
number ____________, and deposited in the Office of the Registrar General of
Canada pursuant to Section 90 of the Railway Act of Canada on September __,
1995, at [_______ A.M./P.M.].
<PAGE> 2

TABLE OF CONTENTS*

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE ONE Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE TWO Trust Certificates and Issuance;
Interests Represented and Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.01. Issuance of Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.02. Interests Represented by Trust
Certificates; Interest
Payments; Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.03. Form, Execution and Characteristics of
Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.04. Replacement of Lost Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE THREE Acquisition of Trust Equipment by Trustee;
Deposited Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.01. Acquisition of Equipment by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 3.02. Payment of Deposited Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.03. Payment of Deficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.04. Supporting Papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE FOUR Conditional Sale of Trust Equipment to the
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.01. Conditional Sale of Trust Equipment to
the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.02. Equipment Automatically Subjected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.03. Additional and Substituted Equipment
Subject Hereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.04. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.05. Termination of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.06. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.07. Substitution and Replacement of Trust
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.08. Maintenance of Trust Equipment; Casualty
Occurrences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.09. Possession of Trust Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 4.10. Marking of Trust Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

__________________________________

* This Table of Contents has been included in the document for
convenience only and does not form a part of, or affect any
construction or interpretation of, this document.

- i -
<PAGE> 3

<TABLE>
<S> <C> <C>
ARTICLE FIVE Events of Default and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.02. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.03. Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 5.04. Waivers of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.05. Obligations of Company Not Affected by
Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.06. Company To Deliver Trust Equipment to
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.07. Trustee To Give Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.08. Control by Holders of Trust
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.09. Limitations on Suits by Holders of Trust
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.10. Unconditional Right of Holders of Trust
Certificates To Sue for Principal and
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 5.11. Remedies Cumulative; Subject to Mandatory
Requirements of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE SIX Additional Agreements by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.01. Guarantee of Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.02. Discharge of Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.03. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.04. Payment of Expenses; Recording . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE SEVEN Concerning the Holders of Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 7.01. Evidence of Action Taken by Holders of
Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 7.02. Proof of Execution of Instruments and of
Holding of Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 7.03. Trust Certificates Owned by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 7.04. Right of Revocation of Action Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 7.05. Amendment or Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE EIGHT The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 8.01. Acceptance of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 8.02. Duties and Responsibilities of the
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 8.03. Application of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 8.04. Funds May be Held by Trustee;
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 8.05. Trustee Not Liable for Delivery Delays or
Defects in Equipment or Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

</TABLE>

- ii -
<PAGE> 4

<TABLE>
<S> <C>
SECTION 8.06. Resignation and Removal; Appointment of
Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 8.07. Acceptance of Appointment by Successor
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 8.08. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 8.09. Return of Certain Moneys to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE NINE Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 9.01. Rights Confined to Parties and Holders . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 9.02. No Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 9.03. Binding Upon Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 9.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 9.05. Effect of Headings; Date Executed; and
Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 9.06. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 9.07. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SCHEDULE I - List of Equipment

</TABLE>
- iii -
<PAGE> 5

EQUIPMENT TRUST AGREEMENT dated as of September __, 1995, between
__________________________________________, solely in its capacity as Trustee,
a ______________________________________________ organized and existing under
the laws of ____________________ (the "Trustee"), and PROCOR LIMITED, a
Canadian corporation (the "Company").

WHEREAS Procor Limited Equipment Trust Certificates, Series 25-Can
(the "Trust Certificates"), are to be issued and sold at a price not less than
their principal amount, in an aggregate principal amount not exceeding U.S.
$__________; and

WHEREAS the proceeds of the sale of the Trust Certificates together
with such other cash, if any, as may be required to be deposited by the Company
as hereinafter provided are to constitute a fund, to be known as Procor Limited
Equipment Trust, Series 25-Can, to be applied by the Trustee from time to time
in part payment of the Cost (as hereinafter defined) of the Trust Equipment (as
hereinafter defined), the remainder of the Cost thereof to be paid out of
moneys to be deposited by the Company as provided herein; and

WHEREAS such Trust Equipment will be resold, retransferred and
redelivered to the Company with title to, and a security interest in, such
Trust Equipment to be retained by the Trustee; and

WHEREAS the Company's due and punctual performance of its obligations
hereunder has been unconditionally guaranteed by Union Tank Car Company, a
Delaware corporation and parent of the Company ("Union"), pursuant to Section
___ of that certain Pass Through Trust Agreement 1995-A, dated the date hereof,
among Union, the Company and _____________________________, as Pass Through
Trustee; and

WHEREAS the texts of the Trust Certificates (including the grid for
endorsement of principal payments thereon) and the guarantee to be endorsed on
the Trust Certificates by the Company is to be substantially in the following
form:

- 1 -
<PAGE> 6

[Form of Trust Certificate]

THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
OF THE UNITED STATES OF AMERICA

No. R- $
-------------- -------------
PROCOR LIMITED
Equipment Trust Certificate, Series 25-Can
Total Authorized Issue U.S. $

----------------------------------
Trustee

____________________________________ , as Trustee under an Equipment
Trust Agreement (the "Agreement") dated as of September __, 1995, between
______________________________ __________, as Trustee (the "Trustee"), and
Procor Limited, a Canadian corporation (the "Company"), hereby certifies that

or registered assigns is entitled to an interest in the principal amount of
United States of America Dollars (U.S.$ ) in Procor Limited Equipment
Trust, Series 25, due and payable on or before ______________, 200_, and to
interest on the amount of unpaid principal from time to time due and owing
pursuant to this Trust Certificate from the date hereof at the rate of ___% per
annum (and, if applicable, the additional amounts that may become payable under
Section 4.04 of the Agreement). Interest on this Trust Certificate shall be
calculated on the basis of a 360-day year of twelve 30-day months.

This Trust Certificate shall be payable as follows (unless payment
hereof is accelerated pursuant to Article Five of the Agreement): the
outstanding principal amount hereof shall be paid on ___________, 200_ and
interest payments on the outstanding principal shall be made in ___ consecutive
semiannual installments on _________ and __________ in each year commencing
__________, 1996. Interest on any overdue installment of interest and on any
overdue payment of principal, to the extent legally enforceable, shall be
payable at the rate per annum of 1% over the rate specified above. Payments of
principal and interest shall be made by the Trustee to the registered holder
hereof at the corporate trust office of the Trustee in ____________,
_______________, in such coin or currency of the United States of America as,
at the time of payment, shall be legal tender for the payment of public and
private debts. Each of such payments shall be made only from and solely out of
moneys received by the Trustee and applicable to such payment under the
provisions of the Agreement.

This Trust Certificate is one of an authorized issue of Trust
Certificates in an aggregate principal amount not exceeding the Total
Authorized Issue set forth above, issued under the

- 2 -
<PAGE> 7

Agreement, pursuant to which title to, and a security interest in, certain
railroad equipment (or cash or obligations defined in the Agreement as
"Investments" in lieu thereof, as provided in the Agreement) is held by the
Trustee in trust for the equal and ratable benefit of the registered holders of
the Trust Certificates issued thereunder. Reference is made to the Agreement
(a copy of which is on file with the Trustee at its corporate trust office) for
a more complete statement of the terms and provisions thereof, to all of which
the registered holder hereof, by accepting this Trust Certificate, assents.

The due and punctual performance of the Company's obligations under
the Agreement has been guaranteed by Union Tank Car Company, a Delaware
corporation and parent of the Company.

This Trust Certificate shall not be deemed a promise to pay of
___________________________________________ in its individual capacity and
payment by _______________________________ shall be made as Trustee only from
and solely out of moneys received by Trustee and applicable to such payment
under the provisions of the Agreement.

- 3 -
<PAGE> 8

IN WITNESS WHEREOF, the Trustee has caused this Trust Certificate to
be signed by one of its duly authorized officers, by his signature or a
facsimile thereof. Neither this Trust Certificate nor the guarantee endorsed
hereon shall be valid or enforceable for any purpose until this Trust
Certificate shall have been so signed by such duly authorized officer.

Dated as of , 1995
----------

---------------------------------
as Trustee

By
-------------------------------
Authorized Officer

[Corporate Seal]

Attest:

------------------------------------------
Trust Officer

- 4 -
<PAGE> 9

PROCOR LIMITED, for valuable consideration, hereby unconditionally and
irrevocably guarantees to the registered holder of the within Trust Certificate
the prompt payment when due of the principal of said Trust Certificate and the
interest thereon specified in said Trust Certificate, with interest on any
overdue principal and on any overdue interest, to the extent legally
enforceable, at the rate specified in said Trust Certificate, all in accordance
with the terms of said Trust Certificate and the Equipment Trust Agreement
referred to therein.

PROCOR LIMITED

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

- 5 -
<PAGE> 10

NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties hereto hereby agree as follows:

ARTICLE ONE

Definitions

Business Day shall mean any day, other than a Saturday or
Sunday or a day on which commercial banking institutions or trust
companies are authorized or required by law, regulation or executive
order to be closed in New York, New York or Chicago, Illinois or
Toronto, Ontario, Canada or, so long as any Trust Certificate is
outstanding, a city and state in which the Corporate Trust Office of
the Trustee is located.

Company shall mean Procor Limited, a Canadian corporation
(whose chief place of business and chief executive office is currently
located at 2001 Speers Road, Oakville, Ontario, Canada), and any
successor or successors to it complying with the provisions of Section
4.09.

Corporate Trust Office shall mean the office of the Trustee,
at which the corporate trust business of the Trustee relating to this
transaction shall, at the time in question, be administered, which
office is, on the date of execution of this Agreement, located at
________________________________________________________.

- 6 -
<PAGE> 11

Default shall mean

(1) any Event of Default; and

(2) any event which, with the giving of notice or the
passage of time or both, could constitute an Event of Default.

The Company shall be considered to "be in Default" if a
Default shall have occurred and be continuing.

Deposited Cash shall mean the aggregate of (a) the proceeds
from the sale of the Trust Certificates deposited with the Trustee
pursuant to Section 2.01 and, when required or indicated by the
context, any Investments purchased by the use of such proceeds
pursuant to the provisions of Section 8.04, and (b) any sums restored
to Deposited Cash from payments made by the Company pursuant to
Section 4.04(B)(1)(b) and on deposit with the Trustee.

Equipment shall mean standard-gauge railroad tank cars and
hopper cars, which tank cars and hopper cars are rolling stock used or
intended for use in connection with interstate commerce and which were
first put into use on or after ______________, 199__; provided,
however, that in the case of Equipment sold to the Trustee pursuant to
Article Four, it shall not include any railroad equipment first put
into use prior to ____________, 19__.

Event of Default shall mean any event specified in Section
5.01 to be an Event of Default.

The word "holder", when used with respect to Trust
Certificates, shall include the plural as well as the singular number.

- 7 -
<PAGE> 12

Investments shall mean (a) bonds, notes or other direct
obligations of the United States of America or obligations for which
the full faith and credit of the United States is pledged to provide
for the payment of the interest and principal and which mature within
one year of the date of purchase, (b) open market commercial paper of
any company incorporated and doing business under the laws of the
United States of America or one of the States thereof which mature
within one year of the date of purchase and which have a rating of
"A-1" by Standard & Poor's Corporation or "prime-1" or better by
NCO/Moody's Commercial Paper Division of Moody's Investors Service,
Inc. or an equivalent rating by a successor thereto or a similar
nationally recognized rating service substituted therefor and (c)
certificates of deposit or time deposits in banks or trust companies,
including the Trustee, incorporated and doing business under the laws
of the United States of America or one of the States thereof having
capital and surplus aggregating at least $250,000,000.

Owner shall mean the manufacturer or other person transferring
title to any of the Equipment to the Trustee.

Pass Through Trust Agreement shall mean the Pass Through Trust
Agreement 1995-A, dated as of September __, 1995, among Union, the
Company and ________________________________________________, as Pass
Through Trustee.

Pass Through Trustee shall mean _____________________________,
as Pass Through Trustee under the Pass Through Trust Agreement or the
successor thereto pursuant to the terms of the Pass Through Trust
Agreement.

Penalty Rate shall mean 1% per annum over the rate specified
in the Trust Certificates.

- 8 -
<PAGE> 13

Trust Certificates shall mean the Equipment Trust Certificates
issued hereunder.

Trust Equipment shall mean all Equipment at the time subject
to the terms of this Agreement.

Trustee shall mean _______________________________________,
solely in its capacity as Trustee and, subject to the provisions of
Article Eight, any successor as trustee hereunder.

Union shall mean Union Tank Car Company, a Delaware
corporation (whose chief place of business and chief executive office
currently is located at 225 West Washington Street, Chicago, Illinois
60606), and any successor or successors to it complying with the
provisions of Section 6.01.

Value, as used herein, shall mean an amount determined as
follows:

(2) the Value of any unit of Equipment conveyed
to the Trustee as provided in Article Three and in Section
4.07 shall be deemed to be the lesser of (a) the fair market
value thereof and (b) the Cost of such unit or, in the case of
any unit of Equipment not new, the Cost thereof, less 1/20 of
such Cost for each full year elapsed between the date such
unit was first put into use and the date of the transfer
thereof to the Trustee;

(4) for the purpose of determining Value, if the
Cost of any such Unit was originally denominated in Canadian
Dollars, such Cost shall be converted into U.S. Dollars at the
official exchange rate in effect On the date of any such
assignment, transfer or conveyance.

The words herein, hereof, hereby, hereto, hereunder and words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, paragraph or subdivision hereof.

- 9 -
<PAGE> 14

ARTICLE TWO

Trust Certificates and Issuance;
Interests Represented and Maturity

Thereupon without waiting for the recording or filing of this
Agreement or of any other instrument respecting the Trust Equipment, the
Trustee shall issue and deliver, as the Company shall direct by Request, Trust
Certificates in the aggregate principal amount so sold.

SECTION 2.02. Interests Represented by Trust Certificates; Interest
Payments; Maturity; No Redemption. Each of the Trust Certificates shall
represent an interest in the principal amount therein specified in the trust
created hereunder. The Trust Certificates shall bear interest at _____% per
annum and shall be payable as follows (unless payment thereof is accelerated
pursuant to Article Five of this Agreement): the outstanding principal amount
thereof shall be paid on _________, 200_, and interest payments on the
outstanding principal shall be paid in ___ consecutive semiannual installments
on ____________ and __________ in each year commencing __________, 1996. The
Trust Certificates are not redeemable prior to maturity. Interest on the Trust
Certificates shall accrue from the date of original issue and shall be
calculated on the basis of a 360-day year of twelve 30-day months, except that
interest payable on _______________, 1996, shall be calculated on the basis of
the actual days elapsed in a year of 365 days. Interest shall be payable on
overdue installments of interest and on any overdue payment of principal, to
the extent legally enforceable, at the Penalty Rate.

Payment of the principal of and interest on the Trust Certificates
shall be made by the Trustee at the Corporate Trust Office in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, but only from and
solely out of moneys received by the Trustee and applicable to such payment
under the provisions of this Agreement.

In the event Union makes any payment attributable to the principal of
or accrued interest on the Trust Certificates to the person entitled thereto
pursuant to the Union guarantee contained in Article XII of the Pass Through
Trust Agreement (and endorsed on the Pass Through Trust Certificates issued
thereunder), each such payment shall have the same effect as if such payment
was made by Procor on the Trust Certificates, thereby reducing on a dollar for
dollar basis the outstanding principal amount of or accrued interest on the
Trust Certificates to the same extent

- 10 -
<PAGE> 15

as payment of principal of or accrued interest on was made under said
guarantee. Solely for the purposes of this paragraph, payments under said
guarantee shall be applied, first, against accrued and unpaid interest and,
second, to outstanding principal.

SECTION 2.03. Form, Execution and Characteristics of Trust
Certificates. (a) The Trust Certificates and the guarantee to be endorsed on
the Trust Certificates by the Company as provided in Section 6.01 shall be in
substantially the forms hereinbefore set forth.

(b) The Trust Certificates shall be signed in the name and on
behalf of the Trustee by the manual or facsimile signature of one of its
authorized officers. In case any officer of the Company or the Trustee whose
signature, whether facsimile or not, shall appear on any of the Trust
Certificates shall cease to be such officer of the Company or the Trustee
before the Trust Certificates shall have been issued and delivered by the
Trustee or shall not have been acting in such capacity on the date of the Trust
Certificates, such Trust Certificates may be adopted by the Company or the
Trustee and be issued and delivered as though such person had not ceased to be
or had then been such officer of the Company or the Trustee.

(c) The Trust Certificates (i) shall be issuable in denominations
of U.S. $1,000 or any multiple thereof; (ii) shall be registered, as to both
principal and interest, in the name of the holders; (iii) shall be transferable
in whole or in part upon presentation and surrender thereof for transfer at the
Corporate Trust Office, accompanied by appropriate instruments of assignment
and transfer, duly executed by the registered holder of the surrendered Trust
Certificate or Certificates or by duly authorized attorney, in form
satisfactory to the Trustee; (iv) shall be dated as of the date of issue unless
issued in exchange for another Trust Certificate or Certificates bearing unpaid
interest from an earlier date, in which case they shall be dated as of such
earlier date; (v) shall entitle the registered holder to interest from the date
thereof; and (vi) shall be exchangeable for an equal aggregate principal amount
of Trust Certificates of authorized denominations of like tenor and maturity
equal to the then unpaid principal amount of Trust Certificates being
exchanged.

(f) For any registration, transfer or exchange, the Trustee shall
require the payment of a sum sufficient to reimburse it for any governmental
charge connected therewith.

- 11 -
<PAGE> 16

(h) The Trustee shall not be required to issue, transfer or
exchange Trust Certificates for a period of 10 days next preceding any interest
payment date.

SECTION 2.04. Replacement of Lost Trust Certificates. In case any
Trust Certificate shall become mutilated or defaced or be lost, destroyed or
stolen, then on the terms herein set forth, and not otherwise, the Trustee
shall execute and deliver a new Trust Certificate in the then unpaid principal
amount of the predecessor Trust Certificate and bearing such identifying number
or designation as the Trustee may determine, in exchange and substitution for,
and upon cancellation of, the mutilated or defaced Trust Certificate, or in
lieu of and in substitution for the same if lost, destroyed or stolen. The
Company shall execute its guarantee on any Trust Certificates to be so
delivered. The applicant for a new Trust Certificate pursuant to this Section
shall furnish to the Trustee and the Company evidence to their satisfaction of
the loss, destruction or theft of such Trust Certificate alleged to have been
lost, destroyed or stolen and of the ownership and authenticity of such
mutilated, defaced, lost, destroyed or stolen Trust Certificate, and also shall
furnish such security or indemnity as may be required by the Trustee and the
Company in their discretion, and shall pay all expenses and charges of such
substitution or exchange. In the case of each of the original purchasers of
Trust Certificates or any institutional investor transferee, a letter of
indemnity in form reasonably satisfactory to the Trustee and the Company from
such purchaser shall be sufficient security and indemnity. All Trust
Certificates are held and owned upon the express condition that the foregoing
provisions are exclusive in respect of the replacement of mutilated, defaced,
lost, destroyed or stolen Trust Certificates and shall preclude any and all
other rights and remedies, any law or statute now existing or hereafter enacted
to the contrary notwithstanding.

ARTICLE THREE

Acquisition of Trust Equipment by Trustee;
Deposited Cash

SECTION 3.01. Acquisition of Equipment by Trustee. The Company
shall cause to be sold to the Trustee, as trustee for the holders of the Trust
Certificates, all of the Equipment described in Schedule I hereto; provided,
however, that if the aggregate Cost of the Trust Equipment delivered to the
Trustee or its agent or agents pursuant to this Article Three, as specified in
the Officers' Certificate theretofore delivered to the Trustee pursuant to
Section 3.04, shall exceed 133-1/3% of the aggregate principal amount of Trust
Certificates issued under

- 12 -
<PAGE> 17

Section 2.01, upon Request the Trustee shall execute and deliver to the Company
a supplement hereto excluding from this Agreement Equipment having a Cost in
excess of such amount so that the aggregate Cost of the Trust Equipment shall
not exceed 133-1/3% of the aggregate principal amount of the Trust Certificates
issued pursuant to Section 2.01. The Trust Equipment sold to the Trustee shall
be delivered to the person or persons designated by the Trustee as its agent or
agents to accept such delivery (who may be one or more of the officers or
agents of the Company) and the certificate of any such agent or agents as to
such delivery and acceptance shall be conclusive evidence of such delivery.

SECTION 3.03. Payment of Deficiency. The Company covenants that,
contemporaneously with any payment by the Trustee pursuant to Section 3.02, it
will either (a) pay to the Trustee the amounts provided in Section 4.04(A), and
thereupon the Trustee shall, upon Request, pay to the Owner of the delivered
Trust Equipment, by the use of such amounts, the portion of the Cost of the
delivered Trust Equipment not paid out of Deposited Cash as provided for in
Section 3.02 or (b) deliver to the Trustee an executed counterpart of a receipt
from such Owner evidencing the direct payment by the Company to such Owner of
that portion of the Cost of such Trust Equipment equal to the amounts required
to be paid to the Trustee pursuant to clause (a) of this sentence in respect of
such Trust Equipment or, if the Company is the Owner of the delivered Trust
Equipment, a statement to such effect; the intention being that the Company
shall ultimately pay not less than 25% of the Cost of all the Trust Equipment
delivered to the Trustee pursuant to this Article Three, and the Trustee and
the Company shall

- 13 -
<PAGE> 18

at any time, if occasion arises, adjust their accounts and payments to the end
that the Trustee shall pay with Deposited Cash not more than 75% of the Cost,
and the Company shall pay the remainder, to be not less than 25% of such Cost.

SECTION 3.04. Supporting Papers. The Trustee shall not pay out any
Deposited Cash against the delivery of any of the Trust Equipment unless and
until it shall have received:

(b) an Officers' Certificate which shall state (i) that
such Trust Equipment is Equipment as herein defined, (ii) the date
each unit of such Trust Equipment was first put into use or that such
Trust Equipment was first put into use not earlier than a specified
date, (iii) that the Cost of such Trust Equipment is the amount
therein specified or is not less than the amount therein specified and
(iv) the Value to the Company, in the opinion of the signer, of such
Trust Equipment as of the date of the Section 3.02 Request and (v)
that in the opinion of the signers all conditions precedent provided
in this Agreement, relating to the payment in question, have been
complied with;

(c) (i) an invoice or invoices from the Owner of such
Trust Equipment, if other than the Company, and (ii) a bill or bills
of sale of such Trust Equipment from the Owner thereof to the Trustee,
which bill or bills of sale shall contain a warranty or guarantee to
the Trustee that the title to the Trust Equipment described therein is
free from all liens and encumbrances (except as permitted herein)
other than the rights of the Company hereunder; and

(d) an Opinion of Counsel to the effect (i) that such
bill or bills of sale are valid and effective, either alone or in
connection with any other instrument referred to in and accompanying
such opinion, to vest in the Trustee title to such Trust Equipment
free from all liens and encumbrances (except as permitted herein)
other than the rights of the Company hereunder, (ii) that in the case
of any Trust Equipment not specifically described herein, a proper
supplement hereto in respect of such Trust Equipment has been duly
executed by the Trustee and the Company and filed and recorded in
accordance with Section 6.05 and (iii) that, the opinion of such
counsel, all conditions precedent provided for in this Agreement
relating to the payment in question have been complied with.

- 14 -
<PAGE> 19

ARTICLE FOUR

Conditional Sale of Trust Equipment to the Company

SECTION 4.01. Conditional Sale of Trust Equipment to the Company.
The Trustee does hereby conditionally sell to the Company all the Trust
Equipment from and after the date such Trust Equipment is acquired by the
Trustee hereunder.

SECTION 4.02. Equipment Automatically Subjected. As and when any
Equipment shall from time to time be transferred to the Trustee hereunder, the
same shall, ipso facto and without further instrument of transfer, become
subject to all the terms and provisions hereof.

SECTION 4.04. Payments. The Company hereby covenants and agrees to
accept delivery and possession hereunder of the Trust Equipment; and the
Company covenants and agrees to pay to the Trustee at the Corporate Trust
Office (or, in the case of taxes, to the proper taxing authority), in such coin
or currency of the United States as at the time of payment shall be legal
tender for the payment of public and private debts, such amounts in respect of
the purchase of such Trust Equipment as shall be sufficient to pay and
discharge the following items, when and as the same shall become due and
payable (whether or not any of such items shall become due and payable prior to
the acceptance of delivery of any unit of the Trust Equipment).

(A) The Company shall pay to the Trustee, as hereinafter
provided, as advance conditional sale payments hereunder, sums which
in the aggregate shall be equal to the difference between the
aggregate Cost of the Trust Equipment (other than Trust Equipment
subjected hereto pursuant to Section 4.07) and the portion of such
Cost to be provided out of the proceeds (excluding accrued interest,
if any) of the sale of the Trust Certificates, the intention being
that, when all such Trust Equipment shall have been transferred to the
Trustee, the Company shall have paid or shall pay to the Trustee, as
advance conditional sale payments hereunder, a sum equal to the amount
by which the aggregate Cost of such Trust Equipment exceeds such
proceeds of the sale of the Trust Certificates. The Company agrees to
make such advance conditional sale payments as follows:

(1) at the time of issue of a Trust Certificate
pursuant to Section 2.01, a sum which, when added to the
proceeds of the sale of such Trust Certificate

- 15 -
<PAGE> 20

deposited with or to the credit of the Trustee, will make
the total sum deposited equal to the principal amount of such
Trust Certificate; and

(2) Upon delivery of any such Trust Equipment, a
sum equal to the portion of the Cost of such delivered Trust
Equipment not paid out of Deposited Cash as provided for in
Section 3.02, but not less than 25% of such Cost.

(B) In addition to such amounts, the Company shall pay to
the Trustee, in cash (notwithstanding that any of the Trust
Certificates shall have been acquired by the Company or shall not have
been presented for payment), the following:

(2) from time to time upon demand of the Trustee,
any and all taxes, assessments, and governmental charges which
the Trustee as such may be required to pay, including, without
limitation, all taxes, assessments and governmental charges
upon or on account of the income or property of the Trust, or
upon or on account of this Agreement;

(3) (a) the amounts of interest payable on the
Trust Certificates, when and as the same shall become payable,
and (b) interest at the Penalty Rate from the due date, upon
the amount of any installments of purchase price payable in
respect of the principal of and interest on the Trust
Certificates which shall not be paid when due, to the extent
legally enforceable; and

(4) the principal of the Trust Certificates, when
and as the same shall become payable, whether upon the date of
maturity thereof or by declaration or otherwise.

All payments provided for in subsections 3 and 4 shall be payable in
such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private
debts.

Except as provided in the next sentence hereof, nothing contained
herein or in the Trust Certificates shall be deemed to impose on the Trustee or
on the Company any obligation to pay to the registered holder of any Trust
Certificate any tax, assessment or governmental charge required by any present
or future law of Canada or the United States of America, or of any state,
province, county, municipality or other taxing authority thereof, to be paid on
behalf of, or withheld from the amount payable to, the holder of any Trust
Certificate. If after the date

- 16 -
<PAGE> 21

of original issuance of the Trust Certificates, the adoption of any applicable
law, treaty, rule or regulation, or any change therein, or any change in the
interpretation or administration thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof shall subject the holders of Trust Certificates to any withholding tax,
or similar charge the result of which is to reduce the amount of any sum
received or receivable by such holders under the Trust Certificates, then the
Company shall pay to the Trustee for distribution to the holders such
additional amount or amounts as will result in such holders receiving the full
amount of principal and interest, as the case may be, then due.

SECTION 4.05. Termination of Trust. After (i) all payments which
are required to be made pursuant to this Agreement have been completed and
fully made to the Trustee or (ii) Union shall have made all payments required
to be made under its guarantee referred to in the last paragraph of Section
2.02 hereof or (iii) the Company shall have acquired all the Trust Certificates
pursuant to the exercise of its rights to purchase the Trust Certificates under
Section 6.1 of the Pass Through Trust Agreement and tendered such Trust
Certificates to the Trustee for cancellation, (1) such payments or tender shall
be applied and treated as purchase money as the full purchase price of the
Trust Equipment from the Trustee, (2) any moneys remaining in the hands of the
Trustee after providing for all outstanding Trust Certificates and after paying
the expenses of the Trustee, including its reasonable compensation, shall be
paid to the Company, (3) title to all the Trust Equipment shall vest in the
Company and (4) the Trustee shall execute for record in public offices, at the
expense of the Company, such instrument or instruments in writing as reasonably
shall be requested by the Company and acceptable to the Trustee in order to
make clear upon public records the Company's title to all the Trust Equipment
under the laws of any jurisdiction; provided, however, that (except as
otherwise provided herein) until that time title to the Trust Equipment shall
not pass to or vest in the Company, but title to and ownership of all the Trust
Equipment shall be and remain with the Trustee, notwithstanding the delivery
thereof to and the possession and use thereof by the Company pursuant to this
Agreement.

SECTION 4.06. Indemnity. The Company covenants and agrees to
indemnify the Trustee against any and all claims arising out of or connected
with the ownership or use of any of the Trust Equipment, and particularly
against any and all claims arising out of the use of any patented inventions in
and about the Trust Equipment, and to comply in all respects with the laws of
Canada and of all its provinces and other jurisdictions in which the Trust
Equipment, or any unit thereof, may be operated, and with all lawful acts,
rules, regulations and orders of any commissions, boards and other legislative,
executive, administrative or judicial bodies or officers having power to
regulate or supervise any of the Trust Equipment, including without limitation
all lawful acts, rules, regulations and orders of any body having competent
jurisdiction

- 17 -
<PAGE> 22

relating to automatic coupler devices or attachments, air brakes or other
appliances; provided, however, that the Company may in good faith contest the
validity of any such law, act, rule, regulation or order, or the application
thereof to the Trust Equipment or any part thereof, in any reasonable manner
which will not in the judgment of the Trustee materially endanger the rights or
interests of the Trustee or of the holders of the Trust Certificates. The
Company shall not be relieved from any of its obligations hereunder by reason
of the assertion or enforcement of any such claims or the commencement or
prosecution of any litigation in respect thereof. The Company's obligation to
indemnify the Trustee under this Section 4.06 shall survive the termination of
this Agreement.

(1) an Officers' Certificate stating (i) the Value, as of
the date of said Request, of the Trust Equipment so to be assigned or
transferred by the Trustee and the date such Trust Equipment was
first put into use (or that such Trust Equipment was first put into
use not later than a specified date), (ii) that the requested
assignment or transfer by the Trustee will not impair the security
under this Agreement in contravention of the provisions hereof, (iii)
the Value of such substituted Equipment as of such date and the date
such substituted Equipment was first put into use (or that such
substituted Equipment was first put into use not earlier than a
specified date), (iv) that each unit of Equipment so to be substituted
has been marked as provided in Section 4.10, (v) that each such unit
so to be substituted is Equipment as herein defined and (vi) that the
Company is not in Default;

(2) a certificate, and a bill or bills of sale in respect
of such substituted Equipment as provided for in subparagraphs (a) and
(c) of the first paragraph of Section 3.04;

(3) an Opinion of Counsel to the effect that (i) such
bill or bills of sale are valid and effective, either alone or
together with any other instruments referred to in and

- 18 -
<PAGE> 23

accompanying such opinion, to vest in the Trustee title to such
substituted Equipment free from all claims, liens, security interests
and other encumbrances (except as permitted herein) other than the
rights of the Company hereunder and (ii) a proper supplement hereto in
respect of each substituted unit of Equipment has been duly executed
by the Trustee and the Company and has been filed with the Interstate
Commerce Commission pursuant to the requirements of 49 U.S.C. Section
11303 and as otherwise required by Section 6.05 and has been deposited
with the Registrar General of Canada pursuant to Section 90 of the
Railway Act of Canada and publication of notice of such deposit in The
Canada Gazette in accordance with said Section 90 has been provided
for; and

At the time of delivery of any Request pursuant to the first paragraph
of this Section, the Company shall, if cash is to be paid to the Trustee in
respect of the Trust Equipment to be assigned or transferred by the Trustee,
deliver to the Trustee an Officers' Certificate verifying the matters set forth
in clauses (i), (ii) and (vi) of subparagraph (1) of the second paragraph of
this Section.

SECTION 4.08. Maintenance of Trust Equipment; Casualty Occurrences.
The Company agrees that it will maintain and keep all the Trust Equipment in
good order and proper repair at its own cost and expense, unless and until it
becomes worn out, unsuitable for use or lost or destroyed (such occurrences
being hereinafter called Casualty Occurrences). Whenever any of the Trust
Equipment shall suffer a Casualty Occurrence, the Company shall on or before
the next following May 15, deliver to the Trustee an Engineer's Certificate
describing such Trust Equipment and stating the Value thereof as of the date
such Trust Equipment suffered such Casualty Occurrence. When the total Value
of all units of the Trust Equipment having suffered

- 19 -
<PAGE> 24

a Casualty Occurrence (exclusive of units having suffered a Casualty Occurrence
in respect of which a payment shall have been made to the Trustee pursuant to
this Section) shall exceed U.S. $250,000, the Company, within 30 days after it
shall have been informed of such event, shall deliver to the Trustee an
Engineer's Certificate describing such Trust Equipment and stating the Value
thereof as of the date such Trust Equipment suffered such Casualty Occurrence
and either (i) deposit with the Trustee an amount in cash equal to the Value of
such units as of the date of the Casualty Occurrence in respect of each thereof
or (ii) convey to the Trustee, in accordance with the procedures and
requirements of Section 4.07, units of Equipment with a Value, as of the date
of such conveyance, not less than the Value of the units suffering such
Casualty Occurrences(s), as of the date of the Casualty Occurrence in respect
of each thereof. The rights and remedies of the Trustee to enforce or to
recover any of the amounts payable hereunder shall not be affected by reason of
any Casualty Occurrence. Cash deposited with the Trustee pursuant to this
Section shall be held and applied as provided in the fourth paragraph of
Section 4.07.

The Company agrees to furnish to the Trustee on or before May 15 in
every calendar year commencing May 15, 1996 and prior to the termination of the
security interest provided for herein, an Officers' Certificate, dated as of
the preceding February 14, (1) stating the description and numbers of all units
of Trust Equipment that may have suffered a Casualty Occurrence or which have
been withdrawn from use pending major repairs (other than running repairs)
since the date of the last preceding statement (or the date of this Agreement
in the case of the first such statement), (2) that in the case of all the Trust
Equipment repainted or repaired since the date of the last preceding statement
(or the date of this Agreement in the case of the first statement) the plates
or markers required by Section 4.10 have been preserved, or that such Trust
Equipment when repainted or repaired has been again plated or marked as
required thereby, (3) that no Event of Default has occurred and is continuing,
(4) that, in the opinion of the signers, the Company is in compliance with all
of the terms of this Agreement and (5) covering such other matters as the
Trustee may reasonably request.

- 20 -
<PAGE> 25

by execution of an appropriate instrument satisfactory to the Trustee, shall
assume and agree to perform each and all the obligations and covenants of the
Company hereunder and under the guarantee of the Company endorsed on the Trust
Certificates shall not be deemed a breach of this covenant or an assumption
having the effect of releasing the Company from its obligations hereunder. The
appointment of a receiver or receivers in equity or reorganization or a trustee
or trustees in bankruptcy or reorganization for the Company or for its property
shall not be deemed an unauthorized assignment if, prior to any action by the
Trustee to exercise the remedies herein provided, such receiver or receivers or
trustee or trustees shall, pursuant to court order or decree, in writing duly
assume and agree to pay or perform each and all of the obligations and
covenants of the Company hereunder and under the guarantee endorsed on the
Trust Certificates, in such manner that such obligations shall have the same
status as obligations incurred by such receiver or receivers or trustee or
trustees.

Notwithstanding the foregoing, so long as the Company shall not be in
Default, the Company and any of its Affiliates shall be entitled to the
possession and use of the Trust Equipment in accordance with the terms hereof,
and the Company or such Affiliates may also (a) furnish the Trust Equipment or
any part thereof to railroad companies for use upon the lines of railroad owned
or operated by them or over which they have trackage rights and upon connecting
and other railroads in the usual interchange of traffic, or to other than
railroad companies for use in their business, and (b) lease or contract to
others located in the United States, Mexico and Canada all or any part of the
Trust Equipment, but only, in either case, upon and subject to all the terms
and conditions of this Agreement.

Any such lease or contract may provide that the party acquiring the
use of units of the Trust Equipment, so long as it shall not be in default
under such lease or contract, shall be entitled, subject to the rights of the
Trustee hereunder, to the possession of such units and the use thereof and,
subject to the provisions of Section 4.10 hereof, may provide for lettering or
marking upon such Equipment for convenience of identification of the leasehold
interest of such lessee therein. Every such lease or contract shall contain
provisions which have the effect of subjecting the rights of the party
acquiring the use of units of the Trust Equipment under such lease or contract
to the rights and remedies of the Trustee in respect of such units.

The Trustee shall have the right to declare the conditional sale
provided for herein terminated in case of any unauthorized assignment or
transfer of the Company's rights hereunder or in case of any unauthorized
transfer or sublease of any of the Trust Equipment. The election of the
Trustee to terminate the conditional sale provided for herein shall have the
same effect as the retaking of the Trust Equipment by the Trustee as
hereinafter provided.

SECTION 4.10. Marking of Trust Equipment. The Company agrees that,
as soon as practicable after the delivery to the Trustee pursuant to this
Agreement of each unit of the Trust Equipment, there shall be plainly,
distinctly, permanently and conspicuously placed and fastened upon each side of
each such unit a metal plate bearing the following words, or such words shall
be otherwise plainly, distinctly, permanently and conspicuously marked on each
side of such unit, in either case in letters not less than three-eighths of one
inch in height:

- 21 -
<PAGE> 26

OWNERSHIP SUBJECT TO A SECURITY AGREEMENT
FILED WITH THE INTERSTATE COMMERCE COMMISSION.

In case, prior to the termination of the security interest provided
for herein, any of such plates or marks shall at any time be removed, defaced
or destroyed, the Company shall forthwith cause the same to be restored or
replaced. The Company shall not change, or permit to be changed, the numbers
of any of the Trust Equipment at any time covered hereby (or any numbers which
may have been substituted as herein provided) except in accordance with a
statement of new numbers to be substituted therefor which previously shall have
been filed with the Trustee by the Company and which shall be filed and
recorded in like manner as this Agreement.

The Trust Equipment may be lettered, "Union Tank Car Company", "Procor
Limited", "UTLX", "PROX", or in some other appropriate manner for convenience
of identification of the interest of the Company therein, and may also be
lettered, in case of a lease of any equipment made pursuant to Section 4.09
hereof, in such manner as may be appropriate for convenience of identification
of the leasehold interest therein; but the Company, during the continuance of
the security interest provided for herein, will not allow any lettering or
designation to be placed on any of the Trust Equipment claiming ownership
thereof by the Company or by any person, firm, association or corporation other
than the Trustee.

ARTICLE FIVE

Events of Default and Remedies

SECTION 5.01. Events of Default. The Company covenants and agrees
that in case:

(a) the Company shall default in the payment of any
amount payable hereunder for more than 10 Business Days after the same
shall have become due and payable, or

(b) the Company shall make or suffer any unauthorized
assignment or transfer of its rights hereunder or shall make any
unauthorized transfer or lease (including, for the purpose of this
clause, contracts for the use thereof) of any of the Trust Equipment,
or, except as herein authorized, shall part with the possession of any
of the Trust Equipment, and shall fail or refuse either to cause such
assignment or transfer or lease to be canceled by agreement of all
parties having any interest therein and recover possession of such
Trust Equipment within 30 days after the Trustee shall have demanded
in writing such cancellation and recovery of possession, or within
said 30 days to deposit with the Trustee a sum in cash equal to the
Value, as of the date of such unauthorized action, of such Trust
Equipment (any sum so deposited to be returned to the Company upon the
cancellation of such assignment, transfer or lease and the recovery of
possession by the Company of such Trust Equipment), or

- 22 -
<PAGE> 27

(d) the security interest provided for herein shall be
terminated by operation of law or pursuant to the last paragraph of
Section 4.09, or

(e) any order, judgment or decree is entered under any
bankruptcy reorganization, compromise, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any
jurisdiction (herein called the Bankruptcy Law) adjudicating the
Company or Union bankrupt or insolvent, or the Company or Union
petitions or applies to any tribunal for, or consents to, the
appointment of, or taking possession by, a trustee, receiver,
custodian, liquidator or similar official, of the Company or Union or
of substantially all the assets of the Company or Union or commences a
voluntary case under the Bankruptcy Law or any proceedings relating to
the Company or Union under the Bankruptcy Law, whether now or
hereafter in effect; or any such petition or application is filed, or
any such proceedings are commenced, against the Company or Union and
the Company or Union by any act or failure to act indicates its
approval thereof, consent thereto or acquiescence therein, or an order
for relief is entered in an involuntary case against the Company or
Union under the Bankruptcy Law, as now or hereafter constituted, or an
order, judgment or decree is entered appointing any such trustee,
receiver, custodian, liquidator or similar official, or approving the
petition in any such proceedings, and such order, judgment or decree
remains unstayed and in effect for more than 60 days;

then, in any such case (herein sometimes called an "Event of Default"), the
Trustee in its discretion may, and upon the written request of the holders of
more than 50% in principal amount of the then outstanding Trust Certificates
shall, by notice in writing delivered to the Company, declare to be due and
payable forthwith the unpaid principal amount of all Trust Certificates then
outstanding and the entire amount (excluding amounts required for the payment
of interest accruing after the date of such declaration) payable by the Company
with respect to all such Trust Certificates then outstanding, as set forth in
Section 4.04, and not theretofore paid. Thereupon the entire amount shall
forthwith become and shall be due and payable immediately without further
demand, together with interest at the Penalty Rate, to the extent legally
enforceable, on any portion thereof overdue.

In case the Company shall fail to pay any installment of the amounts
payable pursuant to Section 4.04 in respect of the principal of, or interest
on, the Trust Certificates when and as the same shall have become due and
payable hereunder, and such Default shall have continued for a period of more
than ten Business days, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the amounts so due and
unpaid, and may prosecute any such action

- 23 -
<PAGE> 28

or proceedings to judgment or final decree, and may enforce any such judgment
or final decree against the Company other obligor upon the Trust Certificates
and collect in the manner provided by law out of the property of the Company,
Union or other obligor upon the Trust Certificates wherever situated the moneys
adjudged or decreed to be payable.

In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor upon the Trust
Certificates under the Bankruptcy Law or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the Company
or such other obligor, or in case of any other judicial proceedings relative to
the Company or such other obligor, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the
payments hereunder or the principal amount of the Trust Certificates shall then
be due and payable as herein or therein expressed whether by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand or
declaration pursuant to the provisions of this Section, shall be entitled and
empowered by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the entire amount then or thereafter payable (including any
unpaid amounts, but not including amounts required for the payment of interest
accruing after the date of such declaration) and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for reasonable compensation to the Trustee, its
agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or willful misconduct) and of the holders of the Trust
Certificates allowed in such proceedings and to collect and receive any moneys
or other property payable or deliverable on any such claims, and to distribute
all amounts received with respect to the claims of the holders of the Trust
Certificates and of the Trustee on their behalf; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of the
holders of the Trust Certificates to make payments to the Trustee, and, in the
event that the Trustee shall consent to the making of payments directly to the
holders of the Trust Certificates, to pay to the Trustee such amount as shall
be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or willful
misconduct.

SECTION 5.02. Remedies. In case of the happening and continuance
of any Event of Default, the Trustee may by its agents enter upon the premises
of the Company and any of

- 24 -
<PAGE> 29

its Affiliates or lessees (or other person having acquired the use of the Trust
Equipment) where any of the Trust Equipment may be and take possession of all
or any part of the Trust Equipment and withdraw the same from said premises,
retaining all payments which up to that time may have been made for the Trust
Equipment and otherwise, and shall be entitled to collect, receive and retain
all unpaid per diem, mileage or other charges of any kind earned by the Trust
Equipment or any part thereof, and may lease or otherwise contract for the use
of the Trust Equipment or any part thereof, or with or without retaking
possession thereof (but only after declaring due and payable the entire amount
payable by the Company and the principal of all the then outstanding Trust
Certificates, as provided in Section 5.01) may sell the same or any part
thereof, free from any and all claims of the Company at law or in equity in one
lot and as an entirety or in separate lots, at public or private sale, for cash
or upon credit, in its discretion, and may proceed otherwise to enforce its
rights and the rights of the holders of then outstanding Trust Certificates,
all subject to any mandatory requirements of law applicable thereto. Upon any
such sale, the Trustee itself may bid for the property offered for sale or any
part thereof. Any such sale may be held or conducted at such place and at such
time as the Trustee may specify, or as may be required by law, and without
gathering at the place of sale the Trust Equipment to be sold, and in general
in such manner as the Trustee may determine, but so that the Company may and
shall have a reasonable opportunity to bid at any such sale. Upon such taking
possession or withdrawal or lease or sale of the Trust Equipment, the Company
shall cease to have any rights or remedies in respect of the Trust Equipment
hereunder, but all such rights and remedies shall be deemed thenceforth to have
been waived and surrendered by the Company, and no payments theretofore made by
the Company in respect of the Trust Equipment or any of it shall give to the
Company any legal or equitable interest or title in or to the Trust Equipment
or any of it or any cause or right of action at law or in equity in respect of
the Trust Equipment against the Trustee or the holders of interests hereunder.
No such taking possession, withdrawal, lease or sale of the Trust Equipment by
the Trustee shall be a bar to the recovery by the Trustee from the Company of
amounts then or thereafter due and payable, or of principal, interest or
premium in respect of the Trust Certificates, and the Company shall be and
remain liable for the same until such sums have been realized as, with the
proceeds of the lease or sale of the Trust Equipment, shall be sufficient for
the discharge and payment in full of all the obligations of the Company under
this Agreement.

SECTION 5.03. Application of Proceeds. If the Trustee shall
exercise any of the powers conferred upon it by Sections 5.01 and 5.02, all
payments made by the Company to the Trustee, and the proceeds of any judgment
collected from the Company by the Trustee, and the proceeds of every sale or
lease by the Trustee of any of the Trust Equipment, together with any other
sums which may then be held by the Trustee under any of the provisions hereof
(other than sums held in trust for the payment of specific Trust Certificates
or a part thereof, or interest or any premium thereon), shall be applied by the
Trustee to the payment, in the following order of priority, (a) of all proper
charges, expenses or advances made or incurred by the Trustee in accordance
with the provisions of this Agreement and (b) of the interest then due, with
interest on overdue interest at the Penalty Rate, to the extent legally
enforceable, and of the principal of all the outstanding Trust Certificates,
with interest thereon at the Penalty Rate, to the extent legally enforceable,
from the last preceding interest payment date, whether such Trust

- 25 -
<PAGE> 30

Certificates shall have then matured by their terms or not, all such payments
to be pro rata and in full if such proceeds shall be sufficient, and if not
sufficient, then first to interest and then to principal.

SECTION 5.04. Waivers of Default. Prior to the declaration of the
acceleration of the maturity of the amounts due hereunder and of the maturity
of all the Trust Certificates as provided in Section 5.01, the holders of at
least 50% in aggregate unpaid principal amount of the Trust Certificates at the
time outstanding may on behalf of the holders of all the Trust Certificates
waive any past Default and its consequences, except a Default in the payment of
any installment of any amount then due and payable pursuant to Section 4.04 in
respect of the principal of, or interest on, the Trust Certificates, but no
such waiver shall extend to or affect any subsequent Default or impair any
right consequent thereon.

If at any time after the principal of all the Trust Certificates shall
have been declared and become due and payable or if at any time after the
entire amount of the payments required hereunder shall have been declared and
become due and payable, all as provided in Section 5.01, all arrears of amounts
payable under Section 4.04 (with interest at the Penalty Rate upon any overdue
installments, to the extent legally enforceable), the expenses and reasonable
compensation of the Trustee, together with all expenses of the trust occasioned
by Default, and all other sums which shall have become due and payable
hereunder shall be paid by Union pursuant to its guarantee endorsed on the
Trust Certificates before any sale or lease by the Trustee of any of the Trust
Equipment, and every other Default shall be made good or secured to the
satisfaction of the Trustee and the holders of the Trust Certificates, or
provision deemed by the Trustee to be adequate shall be made therefor, then,
and in every such case, the Trustee, if so requested by the holders of at least
66-2/3% in aggregate unpaid principal amount of the Trust Certificates then
outstanding according to their terms, shall by written notice to the Company
waive the Default by reason of which there shall have been such declaration or
declarations and the consequences of such Default, but no such waiver shall
extend to or affect any subsequent Default or impair any right consequent
thereon.

- 26 -
<PAGE> 31

guarantee endorsed on the Trust Certificates. The Company hereby waives
presentation and demand in respect of any of the Trust Certificates and waive
notice of presentation, of demand and of any Default in the payment of the
principal of and interest on the Trust Certificates.

SECTION 5.07. Trustee To Give Notice of Default. Promptly after
the occurrence thereof, the Trustee shall give to the registered holders of the
Trust Certificates notice of each Default hereunder known to any officer of the
Trustee assigned by it to perform corporate trust administration functions with
respect to this Agreement or any other lease, agreement, equipment trust
agreement or indenture to which the Company or Union is a party and in respect
of which the Trustee is also the trustee.

SECTION 5.09. Limitations on Suits by Holders of Trust
Certificates. No holder of any Trust Certificate shall have any right by
virtue or by availing of any provision of this Agreement to institute any
action or proceeding at law or in equity or in bankruptcy or otherwise, upon or
under or with respect to this Agreement, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such holder previously
shall have given to the Trustee written notice of a Default and of the
continuance thereof, as herein provided, and unless also the holders of more
than 50% in aggregate principal amount of the Trust Certificates then
outstanding shall have made written request to the Trustee to institute such
action or proceeding in its own name as trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for 30 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section

- 27 -
<PAGE> 32

5.08; and no one or more holders of Trust Certificates shall have any right in
any manner whatever to affect or prejudice the rights of any other holder of
Trust Certificates, or to obtain or seek to obtain priority over any other such
holder or to enforce any right under this Agreement, except in the manner
herein provided and for the equal, ratable and common benefit of all holders of
Trust Certificates. For the protection and enforcement of the provisions of
this Section, each and every holder of a Trust Certificate and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

SECTION 5.10. Unconditional Right of Holders of Trust Certificates
To Sue for Principal and Interest. Notwithstanding any other provision in this
Agreement, the right of any holder of any Trust Certificate to receive payment
of the principal of, and interest on such Trust Certificate, on or after the
due date expressed in such Trust Certificate, or to institute suit for the
enforcement of any such payment on or after such date, shall not be impaired or
affected without the consent of such holder, except no such suit shall be
instituted if and to the extent that the institution or prosecution thereof or
the entry of judgment therein would, under applicable law, result in the
surrender, impairment, waiver or loss of the title reserved under this
Agreement upon any property subject hereto.

ARTICLE SIX

Additional Agreements by the Company

SECTION 6.01. Guarantee of Company. The Company guarantees that
the holder of each of the Trust Certificates shall receive the principal amount
thereof, in such coin or currency of the United States of America as, at the
time of payment, shall be legal tender for the payment of public and private
debts, when and as the same shall become due and payable, in accordance with
the provisions thereof or of this Agreement (and, if not so paid, with interest
thereon until paid at the Penalty Rate, to the extent legally enforceable), and
shall receive interest thereon in like money at the rate specified therein, at
the times and place and otherwise as expressed in the Trust Certificates and
this Agreement (and, if not so paid, with interest thereon until paid at the
Penalty Rate, to the extent legally enforceable); and the Company agrees to
endorse upon each of the Trust Certificates, at or before the issuance and
delivery thereof by the Trustee, its guarantee of the prompt payment of the
principal thereof and of the interest thereon, in substantially the form herein
set forth. Said guarantee so endorsed shall be signed in the name and on
behalf of the Company by the manual or facsimile signature of its President, a
Vice President or Treasurer. In case any officer of the Company whose
signature shall appear on said guarantee shall cease to be such officer before
the Trust Certificates shall have been

- 28 -
<PAGE> 33

issued and delivered by the Trustee, or shall not have been acting in such
capacity on the date of the Trust Certificates, such guarantee shall
nevertheless be as effective and binding upon the Company as though the person
who signed said guarantee had not ceased to be or had then been such officer.

SECTION 6.04. Payment of Expenses; Recording. The Company agrees
to pay the expenses incident to the preparation and execution of the Trust
Certificates to be issued hereunder, or connected with the preparation,
execution, recording and filing of this Agreement and of any instruments
executed under the provisions hereof. The Company shall, promptly after the
execution and delivery of this Agreement (and prior to the delivery of any of
the Trust Equipment hereunder pursuant to Section 3.01 hereof) and each
supplement hereto, respectively, cause this Agreement and such supplement, as
the case may be, to be duly filed with the Interstate Commerce Commission in
accordance with 49 U.S.C. Section 11303 and to be duly deposited with the
Registrar General of Canada pursuant to Section 90 of the Railway Act of Canada
and shall provide for publication of notice of such deposit in The Canada
Gazette in accordance with said Section 90. The Company will from time to time
reregister, refile and rerecord this Agreement and each supplement hereto and
do and perform any other act and will execute, acknowledge, deliver, file,
register and record any and all further instruments required by the law of any
jurisdiction in which use of the Equipment is permitted by Section 4.09 hereof
or reasonably requested by the Trustee for the purpose of proper protection of
the title of the Trustee and the rights of the holders of the Trust
Certificates and of fully carrying out and effectuating this Agreement and the
intent hereof; provided, however, that the Company shall not be required to
take any such action if (1) such action is unduly burdensome and (2) after
giving effect to the failure to take such action, the Company has taken all
action required by law

- 29 -
<PAGE> 34

so as to protect the title of the Trustee to units of Trust Equipment having a
Value of not less than 90% of the aggregate Value of all the Trust Equipment.

Promptly after the execution and delivery of this Agreement and each
supplement hereto, the Company shall furnish to the Trustee an Opinion of
Counsel stating that, in the opinion of such counsel, this Agreement or such
supplement, as the case may be, has been properly recorded, filed and deposited
in compliance with the preceding paragraph of this Section and reciting the
details of such action and no other filing or recordation or refiling or
rerecordation or depositing or redepositing is necessary for the protection of
the rights of the Trustee in the United States of America, any State thereof or
the District of Columbia or for the protection of the rights of the Trustee in
Canada or any subdivision thereof so long as the Equipment is on tracks owned
by railway companies (as defined in the Railway Act of Canada). The Company
shall furnish to the Trustee, not later than August 1 in each year, commencing
with the year 1996, an Opinion of Counsel stating that, in the opinion of such
counsel, either (i) such action has been taken with respect to the recording,
filing, registering and depositing and rerecording, refiling, reregistering and
redepositing of this Agreement and each supplement hereto as is necessary to
comply with the preceding paragraph of this Section and reciting the details of
such action or (ii) no such action is necessary for such purpose. In rendering
any such opinion, such counsel may conclusively rely upon an Officers'
Certificate as to the location of the Trust Equipment.

ARTICLE SEVEN

Concerning the Holders of Trust Certificates

SECTION 7.02. Proof of Execution of Instruments and of Holding of
Trust Certificates. The execution of any instrument by a holder of Trust
Certificates or his agent or proxy may be proved by the certificate of any
notary public or other officer of any jurisdiction within the United States of
America or Canada authorized to take acknowledgments of deeds to be recorded in
such jurisdiction that the person executing such instrument acknowledged to him
the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or other such officer.

The ownership of Trust Certificates may be proved by the register of
such Trust Certificates or by a certificate of the registrar thereof.

- 30 -
<PAGE> 35

SECTION 7.03. Trust Certificates Owned by Company. In determining
whether the holders of the requisite principal amount of the Trust Certificates
have concurred in any direction, request, consent, amendment or waiver under
this Agreement, Trust Certificates which are owned by the Company or Union or
by any other obligor on the Trust Certificates or by an Affiliate of the
Company or Union or any such other obligor shall be disregarded, except that
for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, request or consent, only Trust Certificates
which the Trustee actually knows are so owned shall be disregarded.

SECTION 7.05. Amendment or Waiver. Any provision of this Agreement
may be amended or waived with the written consent of the holders of not less
than 66-2/3% of the aggregate unpaid principal amount of the Trust Certificates
then outstanding; provided, however, that without the consent of the holders of
100% of the aggregate unpaid principal amount of Trust Certificates then
outstanding, no such amendment or waiver shall (1) change the amount of
principal, change the amount or dates of payment of installments of principal
or reduce the rate or extend the time of payment of interest with respect to
the Trust Certificates without the consent of the holders of each Trust
Certificate so affected, (2) reduce the amount of or extend the time of payment
of any amounts payable by the Company under this Agreement or release or
provide for the release of any of the Trust Equipment or any other property or
cash held by the Trustee in trust, otherwise than as expressly permitted by the
present terms of this Agreement, or (3) reduce the percentage of the aggregate
unpaid principal amount of Trust Certificates then outstanding, the holders of
which are required to approve any amendment or to effect any waiver.

ARTICLE EIGHT

The Trustee

SECTION 8.01. Acceptance of Trust. The Trustee hereby accepts the
trust imposed upon it by this Agreement and agrees to perform the same as
herein expressed.

- 31 -
<PAGE> 36

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

(a) prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred:

(c) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the holders of more than 50% in aggregate
unpaid principal amount of the then outstanding Trust Certificates
relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Agreement;

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

- 32 -
<PAGE> 37

(g) the Trustee shall not be liable for any action taken
by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement.

SECTION 8.03. Application of Payments. The Trustee agrees to apply
the amounts received by it under Section 4.04(B) when and as the same shall be
received, and to the extent that such amounts shall be sufficient therefor, for
the purposes specified in Section 4.04(B). In the event that amounts received
by the Trustee under Sections 4.04(B)(3) or 4.04(B)(4) are not sufficient to
pay in full the interest or principal then due and owing on the Trust
Certificates, such amounts shall be applied by the Trustee pro rata to each of
the Trust Certificates first to interest and then to principal then due and
payable.

The Trustee shall not be required to undertake any act or duty in the
way of insuring, taking care of or taking possession of the Trust Equipment or
to undertake any other act or duty under this Agreement until fully indemnified
by the Company, by Union or by one or more of the holders of the Trust
Certificates against all liability and expenses; and the Trustee shall not be
responsible for the filing or recording or refiling or rerecording of this
Agreement or of any supplement hereto or statement of new numbers.

SECTION 8.04. Funds May be Held by Trustee; Investments. Any funds
at any time paid to or held by the Trustee hereunder until paid out by the
Trustee as herein provided may be carried by the Trustee on deposit with
itself, and the Trustee will not be obligated to pay interest on such funds.

- 33 -
<PAGE> 38

The Trustee shall, on Request, or the Trustee may, in the event funds
are required for payment against delivery of Trust Equipment or for payment of
the principal of or interest on any Trust Certificate, or in the event of a
Default, sell such Investments, or any portion thereof, and restore to
Deposited Cash or Replacement Funds, as the case may be, the proceeds of any
such sale up to the amount paid for such Investments, including accrued
interest, or apply such proceeds to the payment of said principal and interest
if and to the extent such proceeds are needed therefor. The Trustee shall not
be deemed responsible for any loss resulting from the purchase and sale of such
Investments on Request unless such loss results from the misconduct or
negligence of the Trustee and upon demand of the Trustee the Company will
reimburse the Trustee for any such loss for which the Trustee is not
responsible.

The Trustee shall restore to Deposited Cash or Replacement Funds, as
the case may be, out of payments received by it for that purpose under the
provisions of Section 4.04(B)(1), an amount equal to any expenses reasonably
incurred in connection with any purchase or sale of Investments and also an
amount equal to any loss of principal incident to the sale or redemption of any
Investments for a sum less than the amount paid therefor, including accrued
interest.

The Trustee may perform its powers and duties with respect to the
delivery and acceptance of the Trust Equipment by or through such attorney,
agents and servants as it shall appoint, and shall be answerable only for its
own acts, negligence and willful defaults and not for the default or misconduct
of any attorney, agent or servant appointed by it in respect thereof with
reasonable care.

The Trustee in its individual capacity may own, hold and dispose of
Trust Certificates.

- 34 -
<PAGE> 39

SECTION 8.06. Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee may resign and be discharged of the trust created by
this Agreement by giving 30 days' written notice to the Company and such
resignation shall take effect upon the earlier of 30 days after the delivery
thereof to the Company or upon receipt by the Trustee of an instrument of
acceptance executed by a successor trustee as hereinafter provided in Section
8.07.

(b) The Trustee may be removed at any time by an instrument in
writing signed by the holders of more than 50% in principal amount of the
Trust Certificates then outstanding, delivered to the Trustee and to the
Company.

(c) If at any time the Trustee shall resign or be removed or
otherwise become incapable of acting or, if at any time a vacancy shall occur
in the office of the Trustee for any other cause, a successor trustee may be
appointed by the holders of more than 50% of the aggregate principal amount of
the then outstanding Trust Certificates by an instrument in writing delivered
to the Company and the Trustee. Until a successor trustee shall be appointed
by the holders of Trust Certificates as herein authorized, the Company by an
instrument in writing executed by order of its Board of Directors shall appoint
a trustee to fill such vacancy. A successor trustee so appointed by the
Company shall immediately and without further act be superseded by a successor
trustee appointed by the holders of Trust Certificates in the manner provided
above. Every successor trustee appointed pursuant to this Section shall be a
national bank, or a bank or trust company organized and doing business under
the laws of the United States of America, any State or territory thereof or of
the District of Columbia, and having capital and surplus of not less than
$250,000,000, if there be such an institution willing, qualified and able to
accept the trust upon reasonable or customary terms.

(d) The Company shall give notice of each resignation, removal or
incapacity of the then Trustee or of a vacancy occurring ia the office of the
Trustee for any other cause and of each appointment by the Company of a
successor trustee pursuant to paragraph (c) of this Section by mailing written
notice of such event by first-class mail, postage prepaid, to the holders of
all outstanding Trust Certificates.

- 35 -
<PAGE> 40

shall execute and deliver an instrument transferring to such successor trustee
all the rights and powers of the trustee so ceasing to act. Upon request of
any such successor trustee, the Company shall execute any and all instruments
in writing for more fully and certainly vesting in and confirming to such
successor trustee all such rights and powers. Any trustee ceasing to act
shall, nevertheless, retain a lien upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 8.05.

SECTION 8.09. Return of Certain Moneys to Company.
Not-withstanding any provision of this Agreement, any moneys paid to the
Trustee which are applicable to the payment of the principal of or interest on
any Trust Certificates which remain unclaimed for two years after the day when
such moneys were due and payable shall then be repaid to the Company upon
Request, and the holders of such Trust Certificates shall thereafter be
entitled to look only to the Company for payment thereof and all liability of
the Trustee with respect to such moneys shall thereupon cease.

ARTICLE NINE

Miscellaneous

SECTION 9.02. No Recourse. No recourse under this Agreement, or
under the guarantees, endorsed on any Trust Certificate, shall be had against
any person, solely by reason of the fact that he is a stockholder, officer or
director of the Company or Union, as such, by the enforcement of any assessment
or by any legal or equitable proceeding, by virtue of any statute or otherwise;
it being expressly agreed that this Agreement and said guarantees are solely
corporate obligations, and that no personal liability whatever shall attach to
or be incurred by any person, solely by reason of the fact that he is a
stockholder, officer or director of the Company or Union, under or by reason of
any of the terms, agreements or conditions contained in this Agreement or in
said guarantees, or implied therefrom, and that any and all such personal
liability, either at common law or in equity, or by statute or constitution, is
hereby expressly

- 36 -
<PAGE> 41

waived as a condition of and consideration for the execution of this Agreement
and said guarantees.

SECTION 9.04. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been received by the
addressee on the date of actual receipt (if such date is a Business Date,
otherwise on the next Business Date), if transmitted by mail, telex, telecopy
(confirmed by hard copy) or similar transmission, or by hand, addressed as
follows: (a) in the case of the Company, 2001 Speers Road, Oakville, Ontario,
Canada L6J 5E1, marked to the attention of the Controller, or such other
address as may hereafter be furnished to the Trustee in writing by the Company,
(b) in the case of Union, 225 West Washington Street, Chicago, Illinois 60606,
marked to the attention of its Treasurer, or such other address as may
hereafter be furnished to the Trustee in writing by Union, (c) in the case of
the Trustee, the address set forth in the definition of Corporate Trust Office
in Section 1.01 or such other address as may hereafter be furnished to the
Company and Union in writing by the Trustee and (d) in the case of any holder
of Trust Certificates, at its address shown on the registry books maintained by
the Trustee or at such other address as such holder may from time to time
furnish to the Trustee for such purpose. An affidavit by any person
representing or acting on behalf of the Company or the Trustee, as to such
mailing, having the registry receipt attached, shall be conclusive evidence of
the giving of such demand, notice or communication.

SECTION 9.05. Effect of Headings; Date Executed; and Governing Law.
(a) The Article and Section headings herein are for convenience only and shall
not affect the construction hereof.

(b) This Agreement shall be deemed to have been executed
on the date of the acknowledgment thereof by the officer of the Trustee who
signed it on behalf of the Trustee.

SECTION 9.06. Legal Holidays. In any case where any date for
payment of interest, date for payment of amounts payable under Section 4.04 or
date of maturity of any installment of principal on the Trust Certificates
shall not be a Business Day, then, notwithstanding any other provision of this
Agreement or the Trust Certificates, payment need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect
as if made on such date for payment of interest, date for payment of amounts
payable under Section 4.04 or date of maturity of any installment of principal
on the Trust Certificates, and if payment is made on such next succeeding
Business Day no interest shall accrue on the amount of such payment for the
period from and after such date for payment of interest, or for payment of such
amounts or date of maturity of any installment of principal on the Trust
Certificates, as the case may be, to and including such next succeeding
Business Day.

- 37 -
<PAGE> 42

-----------------------------------,
Trustee

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

Attest:

---------------------------------------------
Trust Officer

PROCOR LIMITED

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

Attest:

-----------------------------------------------
Secretary

- 38 -
<PAGE> 43

STATE OF )
) ss.:
COUNTY OF )

On this _____ day of September, 1995, before me personally appeared
__________________________, to me personally known, who, being by me duly
sworn, says that such person is _______________________ of ____________________
______________________, and that said instrument was signed on behalf of said
corporation by authority of its Board of Directors and he acknowledged that
the execution of the foregoing instrument was the free act and deed of said
corporation.

--------------------------------
Notary Public

[Notarial Seal]

My commission expires:
-------------------

- 39 -
<PAGE> 44

STATE OF )
) ss.:
COUNTY OF )

On this ______ day of September, 1995, before me personally appeared
__________________ and _____________________, each to me personally known, who,
being by me duly sworn, say that they are, respectively, _________________ of
PROCOR LIMITED and __________________ of PROCOR LIMITED, and that said
instrument was signed on behalf of PROCOR LIMITED by authority of its
Directors, and each acknowledged that the execution of the foregoing
instrument was the free act and deed of PROCOR LIMITED.

--------------------------------
Notary Public

[Notarial Seal]

My Commission expires:
---------------------

- 40 -

<PAGE> 1
Exhibit 23(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Experts" and
"Selected Financial Information" in the Registration Statement (Form S-3) and
related Prospectus of Union Tank Car Company for the registration of Pass
Through Certificates Series 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
August 8, 1995

<PAGE> 1
EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Union Tank Car Company, a corporation organized under the laws of
the State of Delaware (the "Company"), hereby constitutes and appoints Robert
C. Gluth, Robert W. Webb and K.P. Fischl and each of them (with full power to
each of them to act alone), his true and lawful attorneys-in-fact and agents
for him and on his behalf and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-3 to be filed by the
Company with the Securities and Exchange Commission in connection with the
offer and sale of Pass Through Certificates, Series 1995-A and any and all
amendments to such Registration Statement, and any other documents in
connection therewith granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he himself might or
could do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Jay A. Pritzker
------------------------------------
Jay A. Pritzker

Dated: August 7, 1995

<PAGE> 2
POWER OF ATTORNEY

/s/ R.C. Gluth
------------------------------------
R.C. Gluth

Dated: August 7, 1995

<PAGE> 3
POWER OF ATTORNEY

/s/ Robert A. Pritzker
------------------------------------
Robert A. Pritzker

Dated: August 7, 1995

<PAGE> 4
POWER OF ATTORNEY

/s/ K.P. Fischl
------------------------------------
K.P. Fischl

Dated: August 7, 1995

<PAGE> 5
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director and/or
Officer of Procor Limited, a corporation organized under the laws of Canada
(the "Company"), hereby constitutes and appoints Robert C. Gluth, Robert W.
Webb and K.P. Fischl and each of them (with full power to each of them to act
alone), his true and lawful attorneys-in-fact and agents for him and on his
behalf and in his name, place and stead, in any and all capacities, to sign the
Registration Statement on Form S-3 to be filed by the Company with the
Securities and Exchange Commission in connection with the offer and sale of
Pass Through Certificates, Series 1995-A and any and all amendments thereto,
and any other documents in connection therewith granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and to perform each and every act and thing requisite and necessary to be done
in and about the premises in order to effectuate the same as fully to all
intents and purposes as he himself might or could do if personally present,
hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.

/s/ Frank Lester
-----------------------------------
Frank Lester

Dated: August 8, 1995

<PAGE> 6
POWER OF ATTORNEY

/s/ David H. Patterson
-----------------------------------
David H. Patterson

Dated: August 7, 1995

<PAGE> 7
POWER OF ATTORNEY

/s/ K.P. Fischl
-----------------------------------
K.P. Fischl

Dated: August 7, 1995

<PAGE> 8
POWER OF ATTORNEY

/s/ S. Donald Hamilton
-----------------------------------
S. Donald Hamilton

Dated: August 8, 1995

<PAGE> 9
POWER OF ATTORNEY

/s/ Peter Lawford
-----------------------------------
Peter Lawford

Dated: August 8, 1995

<PAGE> 10
POWER OF ATTORNEY

/s/ R.C. Gluth
-----------------------------------
R.C. Gluth

Dated: August 8, 1995