UNION TANK CAR CO, S-3/A, 1996-05-03

UNION TANK CAR CO
S-3/A, 1996-05-03
RAILROAD EQUIPMENT

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1996

REGISTRATION NO. 333-1899

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
UNION TANK CAR COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C>
DELAWARE 36-3104688
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>

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

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)

<TABLE>
<S> <C>
CANADA NONE
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATE OR ORGANIZATION) IDENTIFICATION NO.)
</TABLE>

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

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.
NEAL, GERBER & EISENBERG
TWO NORTH LASALLE STREET
CHICAGO, ILLINOIS 60602
(312) 269-8000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:
BARRY P. BIGGAR, ESQ.
MAYER, BROWN & PLATT
1675 BROADWAY
NEW YORK, NEW YORK 10019
(212) 506-2500
------------------------

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 / /.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering / /.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering / /.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box / /.

CALCULATION OF REGISTRATION FEE

<TABLE>
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- ------------------------------------------------------------------------------------------------------------------------------
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 1996-A.......... $122,000,000 100% $122,000,000 $42,069
Guarantees of Union Tank Car Company.............. $2,790,000 -- -- (2)
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2) No separate registration fee is payable in respect of the guarantees
pursuant to Rule 457.

------------------------
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 MAY 3, 1996

PROSPECTUS

$114,000,000

UNION TANK CAR COMPANY
1996-A PASS THROUGH TRUSTS
PASS THROUGH CERTIFICATES, SERIES 1996-A

Each Pass Through Certificate offered hereby will represent a fractional
undivided interest in one of two separate Union Tank Car Company 1996-A Pass
Through Trusts (the "Pass Through Trusts") to be formed pursuant to two separate
pass through trust agreements. One pass through trust agreement is between Union
Tank Car Company (the "Company") and The First National Bank of Chicago, as Pass
Through Trustee (the "Pass Through Trustee"), establishing Pass Through Trust
1996-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 1996-A2. The property of
Pass Through Trust 1996-A1 will consist of $ aggregate principal amount
of equipment notes (the "Equipment Notes") to be issued on a nonrecourse basis
by the trustee of an owner trust (the "Owner Trustee") in connection with a
leveraged lease transaction to finance not more than 80% of the cost of certain
tank cars and covered hopper cars (each rail car a "Unit" and, collectively, the
"Equipment") that will be purchased by the Owner Trustee from the Company and
leased to the Company. The property of Pass Through Trust 1996-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 1996-A1, (ii) $11,441,000 aggregate principal amount of equipment
trust certificates (the "Company ETCs") to be issued pursuant to an equipment
trust agreement between the Company and The First National Bank of Chicago, as
trustee, and (iii) a $2,790,000 principal amount equipment trust certificate
(the "Procor ETC") to be issued pursuant to an equipment trust agreement between
Procor and The First National Bank of Chicago, as trustee. Amounts
unconditionally payable under the 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 1996-A2. Amounts
payable pursuant to the equipment trust agreements will be sufficient to pay in
full when due all payments of principal of and interest on the Company ETCs and
the Procor ETC. The Equipment Notes are not obligations of, or guaranteed by the
Company; however, the Company will fully and unconditionally guarantee (i) the
payment as and when due of the principal of and interest on the Company ETCs and
(ii) the due and punctual distribution to Certificateholders of principal and
interest payable in respect of the Procor ETC.

The Equipment Notes will be issued in two series under an indenture and will be
secured by a security interest in the Equipment leased by the Company under the
lease and by an assignment of certain of the Owner Trustee's rights under such
lease, including the right to receive rent payable by the Company in respect of
such Equipment pursuant to such lease.

Interest paid on the Equipment Notes, the Company ETCs and the Procor ETC held
in the Pass Through Trusts will be passed through to the Certificateholders on
January 2 and July 2 of each year, commencing on January 2, 1997, 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 1996-A1 will be paid and passed through to the Certificateholders
in scheduled amounts on January 2 or July 2, or both, of each year, commencing
on January 2, 1999 and continuing until the final distribution date set forth
below for such Pass Through Trust. The Equipment Notes held in Pass Through
Trust 1996-A2 will amortize as to principal commencing on January 2, 2007, with
the final payment of principal due on July 2, 2012; however, such Equipment
Notes are required to be prepaid pursuant to a mandatory refinancing on July 2,
2006. The Equipment Notes may be prepaid under certain circumstances. The
Company ETCs and the Procor ETC held in Pass Through Trust 1996-A2 will not
amortize as to principal, and the entire principal amount thereof will be paid
and passed through to Certificateholders on July 2, 2006. 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>
PASS THROUGH PRINCIPAL INTEREST INITIAL PRINCIPAL FINAL PRICE TO
CERTIFICATES AMOUNT RATE DISTRIBUTION DATE DISTRIBUTION DATE PUBLIC(1)(2)
<S> <C> <C> <C> <C> <C>
1996-A1....................... $ % January 2, 1999 January 2, 2006 100%
1996-A2....................... $ % July 2, 2006 July 2, 2006 100%
</TABLE>

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(1) Plus accrued interest, if any, from May , 1996.
(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 May , 1996 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 May , 1996
<PAGE> 3

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

AVAILABLE INFORMATION

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

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

REPORTS TO CERTIFICATEHOLDERS BY THE TRUSTEE

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

DOCUMENTS INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, as amended, and its Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, each as filed with the Commission pursuant to the Exchange
Act (Commission file no. 1-5666), 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.

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.

2
<PAGE> 4

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
this Prospectus.

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

PASS THROUGH TRUSTS........... Each of the Union Tank Car Company 1996-A Pass
Through Trusts (the "Pass Through Trusts") will
be formed pursuant to one of two separate Pass
Through Trust Agreements (each, an
"Agreement"), one between Union Tank Car
Company (the "Company") and The First National
Bank of Chicago, as Pass Through Trustee (the
"Pass Through Trustee"), and the other among
the Company, Procor Limited, an indirect
wholly-owned subsidiary of the Company
("Procor"), and the Pass Through Trustee. Each
Pass Through Trust will be a separate entity.

PASS THROUGH TRUST PROPERTY... The property of Pass Through Trust 1996-A1 will
consist of $ aggregate principal
amount of equipment notes (the "Equipment
Notes") to be issued on a non-recourse basis by
State Street Bank and Trust Company of
Connecticut, National Association, as owner
trustee (the "Owner Trustee") of an owner trust
for the benefit of an institutional investor
(the "Owner Participant") in connection with a
leveraged lease transaction to finance not more
than 80% of the cost to the Owner Trustee of
certain tank cars and covered hopper cars (each
rail car a "Unit" and, collectively, the
"Equipment") that will be purchased by the
Owner Trustee, on behalf of the Owner
Participant, from the Company and leased to the
Company. Until all of such Equipment Notes are
issued, the Pass Through Trustee will hold in
cash an amount equal to the aggregate principal
amount of unissued Equipment Notes. Such cash
shall be invested by the Pass Through Trustee
in Specified Investments. See "Description of
the Pass Through Certificates--General." The
Equipment Notes will be issued in series in
connection with such leveraged lease
transaction under an indenture (the
"Indenture").

The property of Pass Through Trust 1996-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 1996-A1.

(b) $11,441,000 aggregate principal amount of
equipment trust certificates (the "Company
ETCs") to be issued pursuant to an
equipment trust agreement between the
Company and The First National Bank of
Chicago, as trustee (the "Company Trust
Agreement").

3
<PAGE> 5

(c) a $2,790,000 principal amount equipment
trust certificate (the "Procor ETC") to be
issued pursuant to an equipment trust
agreement between Procor and The First
National Bank of Chicago, as trustee (the
"Procor Trust Agreement").

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

Pass Through Trust 1996-A1 will acquire
Equipment Notes having an interest rate equal
to the interest rate applicable to the Pass
Through Certificates, Series 1996-A1. Pass
Through Trust 1996-A2 will acquire Equipment
Notes, the Company ETCs and the Procor ETC
having an interest rate equal to the interest
rate applicable to the Pass Through
Certificates, Series 1996-A2 (together with
Pass Through Certificates, Series 1996-A1, the
"Pass Through Certificates"). The Equipment
Notes acquired by Pass Through Trust 1996-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
1996-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 1996-A2 will
mature on the final distribution date
applicable to the Pass Through Certificates,
Series 1996-A2. The aggregate principal amount
of the Equipment Notes, the Company ETCs and
the Procor ETC to be held in the Pass Through
Trusts will be the same as the aggregate
principal amount of the Pass Through
Certificates issued by the Pass Through Trusts.

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

4
<PAGE> 6

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

REGULAR DISTRIBUTION DATES.... January 2 and July 2.

SPECIAL DISTRIBUTION DATES.... Regular Distribution Dates or, in certain
cases, any Business Day.

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

INITIAL AVERAGE LIFE DATE..... The initial average life date of the Pass
Through Certificates issued by Pass Through
Trust 1996-A1 is . The
initial average life date of the Pass Through
Certificates issued by Pass Through Trust
1996-A2 is .

DISTRIBUTIONS................. Payments of interest on the Equipment Notes,
the Company ETCs and the Procor ETC held in the
Pass Through Trusts are scheduled to be
received in specified amounts by the Pass
Through Trustee of the applicable Pass Through
Trust on January 2 and July 2 of each year,
commencing January 2, 1997, 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 1996-A1 are
scheduled to be received in specified amounts
by the Pass Through Trustee of the applicable
Pass Through Trust on January 2 or July 2, or
both, of each year, commencing on January 2,
1999 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 1996-A2 is scheduled to
be received by the Pass Through Trustee on July
2, 2006 and is to be distributed to the
Certificateholders on such date. Payments of
principal of, Make-Whole Amount, if any, and
interest on the Equipment Notes resulting from
prepayments thereof, if any, will be
distributed on a Special Distribution Date
after not less than 15 days' notice from the
Pass Through Trustee to the Certificateholders
of such Pass Through Trust. For a discussion of
distributions upon an Event of Default, see
"Description of the Pass Through
Certificates--Events of Default and Certain
Rights Upon an Event of Default."

EXTRAORDINARY DISTRIBUTIONS... It is anticipated that (i) approximately
$ principal amount of Equipment Notes,
a $9,587,000 principal amount Company ETC and a
$2,790,000 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 a
$1,854,000 principal amount Company ETC will be
acquired by the Pass Through Trusts on or about
June 27, 1996. All proceeds of the issuance of
the Pass

5
<PAGE> 7

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 June 30, 1996, the
unexpended proceeds, together with interest thereon at the rate applicable to
the Pass Through Certificates, will be distributed to Certificateholders on July
2, 1996. See "Description of the Pass Through Certificates--Delayed Purchase;
Extraordinary Distribution."

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

INTEREST...................... Interest on the Pass Through Certificates of
each Pass Through Trust will be passed through
to the Certificateholders at the rate per annum
indicated on the cover of this Prospectus for
such Pass Through Trust, which is the interest
rate borne by the Equipment Notes held in the
respective Pass Through Trust, and in the case
of Pass Through Trust 1996-A2, the Company ETCs
and the Procor ETC to be held

6
<PAGE> 8

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 1996-A1 is payable in
scheduled amounts on January 2 or July 2, or
both, of each year, commencing on January 2,
1999. The principal of the Equipment Notes held
in Pass Through Trust 1996-A2 is payable in
scheduled amounts commencing on January 2,
2007; however, such Equipment Notes are
required to be prepaid pursuant to a mandatory
refinancing on July 2, 2006, the final
distribution date for such Pass Through Trust.
The Company ETCs and the Procor ETC will not
amortize as to principal, and the entire
principal amount thereof is payable on July 2,
2006. See "Description of the Pass Through
Certificates--Payments and Distributions,"
"Description of the Equipment Notes-- Principal
Payments" and "Description of the ETCs--Payment
of Principal and Interest."

EQUIPMENT NOTES: GENERAL...... Interest will be payable in arrears on the
Equipment Notes on the unpaid principal amount
thereof on January 2 and July 2 of each year,
commencing on January 2, 1997. The principal of
each Equipment Note is payable in accordance
with the principal repayment schedule set forth
herein under "Description of the Equipment
Notes--Principal Payments."

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

(a) If an Event of Loss to a Unit shall occur
and the Company does not substitute like
kind equipment of equal or greater value
for such Unit, it is obligated to pay the
Stipulated Loss Value of such Unit. Such
payment will be used to prepay a portion of
the Equipment Notes on (i) the next Regular
Distribution Date following the election by
the Company to make such payment rather
than substitute like kind equipment or (ii)
in the case of the occurrence of an Event
of Loss in respect of more than ten Units
since the end of the last six month
reporting period under the Lease (a
"Multiple Loss"), on the first Business Day
succeeding the 60th day following the date
on which the Company is required to report
such Multiple Loss. The amount prepaid will
be equal to the sum of (i) as to principal,
an amount equal to the product obtained by
multiplying the aggregate unpaid principal
amount of the Equipment Notes as of the
prepayment date (after deducting therefrom
the scheduled principal installment, if
any, due on the prepayment date) by a
fraction, the numerator of which shall be
the Equipment Cost of such Unit and the
denominator of which shall be the aggregate
Equipment Cost of all Equipment securing
the Indenture immediately prior to the
prepayment date, and (ii) as to interest,
the

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<PAGE> 9

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 January 2, 2004 the
Company elects to exercise its right to
terminate the Lease pursuant to the terms
thereof with respect to some or all of the
Units leased thereunder as a result of such
Units becoming obsolete or surplus, or (ii)
on July 2, 2006 the Company exercises its
option to purchase some or all of the Units
in accordance with the terms of the Lease
or (iii) the Company elects to exercise its
right under the Participation Agreement to
purchase Equipment as a result of the Owner
Participant (or an affiliate thereof)
(other than the initial 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 Units or the exercise price
of such 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
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 the Owner Trustee to
effect a prepayment of the Equipment Notes
at a price equal to the aggregate unpaid
principal amount thereof, together with
accrued interest thereon, plus a Make-Whole
Amount, as part of a refunding or
refinancing which will result in the
prepayment of the Pass Through
Certificates. The Equipment Notes held in
Pass Through Trust 1996-A2 are required to
be prepaid as part of a mandatory
refinancing on the final distribution date
applicable to the Pass Through Certificates
issued by such Pass Through Trust.

(d) If under the Indenture an Indenture Default
shall have occurred and be continuing and
(i) the Indenture Trustee shall give notice
of its intent to accelerate the Equipment
Notes or to exercise other remedies
available to it or (ii) the Indenture
Trustee shall not have taken action with
respect to such Indenture Default for a

8
<PAGE> 10

period of not less than 180 days, the Owner Trustee may elect to prepay or
purchase all of the then outstanding Equipment Notes at a price equal to the
unpaid principal amount thereof, together with accrued interest thereon to the
date of prepayment or purchase, but without any Make-Whole Amount.

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

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

Although the Equipment Notes are not direct
obligations of, or guaranteed by, the Company,
the amounts unconditionally payable by the
Company under the Lease will be sufficient to
pay in full when due all payments of principal
of, Make-Whole Amount, if any, and interest on
the Equipment Notes, except for the prepayment
of principal required to be made as part of a
mandatory refinancing on the final distribution
date applicable to the Pass Through
Certificates issued by Pass Through Trust
1996-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 January 2 and July 2 of each year,
commencing on January 2, 1997. The Company
ETCs, which will not amortize as to principal,
mature on July 2, 2006.

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

COMPANY ETCS: SECURITY........ The Company Trust Agreement will provide for
(i) the sale by the Company to the trustee
thereunder of certain tank cars and other rail
cars having an estimated cost of approximately
125% of the aggregate principal amount of the
Company ETCs and (ii) the lease of such
equipment by such 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 January 2 and July 2 of each year,
commencing on January 2, 1997. The Procor ETC,
which will not amortize as to principal,
matures on July 2, 2006.

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

9
<PAGE> 11

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 125% of the
principal amount of the Procor ETC and (ii) the
conditional sale of such equipment by such
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.

PROCOR ETC: 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.

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 1996-A2, the Company ETCs and the
Procor ETC. The Owner Trustee will use the
proceeds from the sale of the Equipment Notes
to finance not more than 80% of the Equipment
Cost of the Equipment, representing in the
aggregate the entire debt portion of the
leveraged lease transaction. The net proceeds
to the Company from the sale of the Equipment
will be used by the Company for general
corporate purposes. The net proceeds to the
Company from the issuance of the Company ETCs
will be used to provide long-term financing for
the addition of rail cars to the Company's
fleet. The net proceeds to Procor from the
issuance of the Procor ETC will be used for
general corporate purposes. See "Use of
Proceeds."

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

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 1996-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 and any other property held,

10
<PAGE> 12

as the case may be, by such Pass Through Trust 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."

11
<PAGE> 13

FORMATION OF THE PASS THROUGH TRUSTS

The Pass Through Trusts will be formed pursuant to two separate Pass
Through Trust Agreements (each, an "Agreement"), one Agreement between the
Company and the Pass Through Trustee and the other Agreement by and among the
Company, Procor and the Pass Through Trustee. Upon or prior to the execution and
delivery of the Agreements, the Pass Through Trustee, on behalf of each Pass
Through Trust, will enter into a participation agreement with the Company, the
Indenture Trustee, the Owner Trustee and the Owner Participant (the
"Participation Agreement") pursuant to which such Pass Through Trust will, among
other things, purchase certain Equipment Notes. Concurrently, Pass Through Trust
1996-A2 will purchase a portion of the Company ETCs and the Procor ETC. Pass
Through Trust 1996-A1 will acquire Equipment Notes, and Pass Through Trust
1996-A2 will acquire Equipment Notes, the Company ETCs and the Procor ETC, in
each case having an interest rate corresponding to the interest rate borne by
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 1996-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 1996-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 1996-A2 will mature after the
final distribution date applicable to such Pass Through Trust; however, such
Equipment Notes are required to be prepaid pursuant to a mandatory refinancing
on such final distribution date. The two Pass Through Trusts, taken together,
will hold all of the Equipment Notes, representing in the aggregate the entire
debt portion of the leveraged lease transaction, as well as the Company ETCs and
the Procor ETC. The Pass Through Trustee will distribute to the
Certificateholders of the relevant Pass Through Trust the payments of principal,
Make-Whole Amount, if any, and interest received by it as the holder of the
Equipment Notes, the Company ETCs and the Procor ETC. See "Description of the
Pass Through Certificates--General", "Description of the Equipment
Notes--General" and "Description of the ETCs."

12
<PAGE> 14

DESCRIPTION OF PAYMENT FLOWS

LEVERAGED LEASE TRANSACTION

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

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

13
<PAGE> 15

COMPANY ETCS AND PROCOR ETC

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

The Company will lease and Procor will conditionally purchase the Trust
Equipment (as hereinafter defined) from The First National Bank of Chicago, as
trustee (in such capacity, the "Equipment Trust Trustee"). The Equipment Trust
Trustee will issue under the Company Trust (as hereinafter defined) the Company
ETCs and under the Procor Trust (as hereinafter defined) the Procor ETC, which
will be purchased by the Pass Through Trustee of Pass Through Trust 1996-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 1996-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.

14
<PAGE> 16

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 Trusts
$ aggregate principal amount of Equipment Notes issued by the Owner
Trustee which, in turn, will use the proceeds, together with funds provided by
the Owner Participant, to purchase the Equipment from the Company, on behalf of
the Owner Participant.

The Equipment Notes will be issued under a Trust Indenture and Security
Agreement (the "Indenture") between The First National Bank of Chicago, as
trustee thereunder (in such capacity, the "Indenture Trustee"), and State Street
Bank and Trust Company of Connecticut, National Association, not in its
individual capacity (except as expressly set forth therein) but solely as owner
trustee (the "Owner Trustee") of a trust for the benefit of an institutional
investor (the "Owner Participant"). The Owner Participant will provide from
sources other than the Equipment Notes at least 20% of the cost of the Equipment
as an equity investment. The Owner Participant, however, will not be liable for
any amount payable under the Indenture or the Equipment Notes issued thereunder.

The approximately $142,232,000 of 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 2,151 rail cars, all of which were manufactured
in 1995 or 1996) expected to be purchased by the Owner Trustee and leased to the
Company in the leveraged lease transaction:

<TABLE>
<CAPTION>
TYPE OF CAR NO. OF CARS
--------------------------------------------------------- -----------
<S> <C>
Covered Hopper........................................... 907
Tank (general purpose)................................... 706
Tank (pressure).......................................... 538
-----
Total............................................... 2,151
=====
</TABLE>

The aggregate cost of the Equipment to the Owner Trustee will be
approximately $142,382,000.

The remaining proceeds from the sale of the Pass Through Certificates,
Series 1996-A2 will be used by the Pass Through Trustee for Pass Through Trust
1996-A2 to purchase $11,441,000 aggregate principal amount of equipment trust
certificates (the "Company ETCs") to be issued pursuant to an equipment trust
agreement (the "Company Trust Agreement") between the Company and The First
National Bank of Chicago, as trustee, and a $2,790,000 principal amount
equipment trust certificate (the "Procor ETC" and, together with the Company
ETCs, the "ETCs") to be issued pursuant to an equipment trust agreement (the
"Procor Trust Agreement" and, together with the Company Trust Agreement, the
"Trust Agreements") between Procor and The First National Bank of Chicago, as
trustee. The approximately $11,327,000 of 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 approximately
$2,762,000 of net proceeds to Procor from the issuance of the Procor ETC will be
used for general corporate purposes.

Immediately following the issuance of the Pass Through Certificates, the
Pass Through Trusts will purchase an aggregate of approximately $
principal amount of Equipment Notes, and Pass Through Trust 1996-A2 will
purchase a $9,582,000 principal amount Company ETC and a $2,790,000 principal
amount Procor ETC. Pending the scheduled purchase on or about June 27, 1996 of
the remaining $ aggregate principal amount of Equipment Notes and a
$1,854,000 principal amount Company ETC, 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 Purchases;
Extraordinary Distribution."

15
<PAGE> 17

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. Procor's principal executive offices are located at 2001 Speers Road,
Oakville, Ontario, Canada L6J 5E1, and its telephone number is (905) 827-4111.

16
<PAGE> 18

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company at March 31, 1996 and as adjusted to give effect to the issuance of the
Company ETCs and the Procor ETC. The table does not give effect to the sale of
the Pass Through Certificates because the Pass Through Certificates are not
direct obligations of the Company. In addition, because the Lease is expected to
be classified as an operating, rather than a capital, lease, there will be no
related obligation recorded on the Company's consolidated balance sheet.

<TABLE>
<CAPTION>
MARCH 31, 1996
---------------------------
OUTSTANDING AS ADJUSTED
----------- -----------
<S> <C> <C>
(DOLLARS IN THOUSANDS)
Borrowed debt:
Equipment obligations, payable periodically through 2009 at
6.50%-15.55% (average rate 8.99% at March 31, 1996).......... $ 622,583 $ 636,814
Senior notes, 9.75% due in 1997................................. 143,000 143,000
Other long-term borrowings, payable periodically through 2005
(average rate 12.20%)........................................ 26,855 26,855
---------- ----------
Total borrowed debt..................................... 792,438 806,669
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............................................... 426,775 426,775
---------- ----------
Total stockholder's equity.............................. 538,116 538,116
---------- ----------
Total capitalization............................... $ 1,330,554 $ 1,344,785
========== ==========
</TABLE>

17
<PAGE> 19

SELECTED FINANCIAL INFORMATION

The selected financial information set forth below as of December 31, 1991
through 1995 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, 1995, together with the report of the Company's independent
auditors are incorporated herein by reference. See "Documents Incorporated by
Reference." The selected financial data set forth below as of March 31, 1996 and
1995 and for the three 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 Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996
and March 31, 1995, the former of which is incorporated herein by reference.
Interim results are not necessarily indicative of the results of 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, 1995, as amended, and
in the Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
1996.

<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, YEAR ENDED DECEMBER 31,
--------------------- ---------------------------------------------------------
1996 1995 1995 1994 1993 1992 1991
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement
Services and net sales(1)............ $148,687 $165,942 $856,229 $720,864 $504,823 $618,007 $483,416
Other income......................... 4,327 5,529 19,607 15,959 17,033 22,374 37,406
Total revenues....................... 153,014 171,471 875,836 736,823 521,856 640,381 520,822
Cost of services and sales........... 85,227 105,989 608,534 487,742 280,161 400,177 269,748
General and administrative........... 13,254 13,802 55,630 54,120 54,629 53,609 52,560
Interest expense..................... 18,600 21,117 81,179 91,442 96,584 105,417 117,263
Income before income taxes and
cumulative effect of change in
accounting principle............... 35,933 30,563 130,493 103,519 90,482 81,178 81,251
Income before cumulative effect of a
change in accounting principle..... 22,643 19,064 84,465 63,378 49,730 48,382 45,024
Cumulative effect of a change in
accounting principle(2)............ -- -- -- -- 80,000 -- --
Net income........................... 22,643 19,064 84,465 63,378 129,730 48,382 45,024
BALANCE SHEET(3)
Total assets......................... 2,003,723 2,031,089 2,003,346 2,017,772 2,054,867 2,063,267 2,253,760
Borrowed debt due in one year........ 77,669 76,104 69,378 75,378 81,591 73,251 72,486
Total borrowed debt.................. 792,438 872,738 801,585 882,407 951,031 942,907 1,131,558
Stockholder's equity................. 538,116 511,072 530,473 505,008 485,630 445,900 430,518
OTHER
Ratio of earnings to fixed
charges(4)......................... 2.63x 2.28x 2.41x 2.05x 1.89x 1.76x 1.69x
OPERATING FLEET(3)
Tank cars............................ 54,443 52,331 53,669 52,090 51,021 49,580 48,837
Other railway cars................... 14,215 13,534 13,943 13,300 13,515 13,633 14,334
</TABLE>

- ---------------
(1) In 1995, 1994 and 1992, the Company entered into sale-leaseback transactions
pursuant to which it sold and leased back an aggregate of $130.5 million,
$125.5 million and $124.9 million, respectively, of railcars. The unusually
high sales and cost of sales figures in 1995, 1994 and 1992 as compared to
other periods are primarily attributable to these transactions.

(2) 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.

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

(4) 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 1991 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.

18
<PAGE> 20

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 1996-A1 will only hold certain Equipment
Notes, and Pass Through Trust 1996-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) Equipment Notes, and in the case of Pass Through Trust 1996-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 1996-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 1996-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)

19
<PAGE> 21

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 assignment of rights to lease
payments securing the respective Equipment Notes, and in the case of Certificate
Owners of Pass Through Trust 1996-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

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<PAGE> 22

entities that do not participate in the DTC system, or to otherwise act with
respect to such Pass Through Certificates, may be limited due to the lack of a
physical certificate for such Pass Through Certificates.

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

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

REGISTERED CERTIFICATES

The Pass Through Certificates will be issued in fully registered,
certificated form ("Registered Certificates") to Certificate Owners or their
nominees, rather than to DTC or its nominee, only if (i) the Company advises the
Pass Through Trustee in writing that DTC (or a successor thereto) is no longer
willing or able to discharge properly its responsibilities as depository with
respect to the Pass Through Certificates and the Pass Through Trustee or the
Company is unable to locate a qualified successor, (ii) the Company, at its
option, elects to terminate the book-entry system through DTC (or a successor
thereto) or (iii) after the occurrence of an Event of Default, Certificate
Owners representing an aggregate percentage interest in the Pass Through Trust
of not less than a majority advise the Pass Through Trustee through DTC in
writing that the continuation of a book-entry system through DTC (or a successor
thereto) is no longer in the Certificate Owners best interest. (Section 3.9)

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

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

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

SAME-DAY SETTLEMENT AND PAYMENT

Settlement for the Pass Through Certificates will be required to be made in
immediately available funds. All payments made by the Company to each Indenture
Trustee as assignee of an Owner Trustee's rights under the corresponding Lease,
as well as all payments made by the

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<PAGE> 23

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.

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 1996-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 1996-A2, the Company ETCs and the Procor ETC,
held in such Pass Through Trust are scheduled to be received by the Pass Through
Trustee on January 2 and July 2 of each year, commencing January 2, 1997, until
the final distribution date for the Pass Through Trust. Payments of principal of
the Equipment Notes held in Pass Through Trust 1996-A1 are scheduled to be
received by the Pass Through Trustee on January 2 or July 2 or both, of each
year, commencing January 2, 1999 (such scheduled payments of interest and
principal are herein referred to as "Scheduled Payments", and January 2 and July
2 of each year, commencing January 2, 1997, 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 1996-A2
is scheduled to be received by the Pass Through Trustee on July 2, 2006. The
Pass Through Trustee will distribute on each Regular Distribution Date to the
Certificateholders all Scheduled Payments the receipt of which is confirmed by
the Pass Through Trustee on such Regular Distribution Date. Each such
distribution of Scheduled Payments will be made by the Pass Through Trustee to
the holders of record of the Pass Through Certificates as of the Record Date
preceding such Regular Distribution Date. (Sections 4.1 and 4.2) If a Scheduled
Payment is not received by the Pass Through Trustee on a Regular Distribution
Date, it will be distributed on the date received to such holders of record.
(Section 4.2)

Each Certificate Owner will be entitled to receive a pro rata share of any
distribution in respect of Scheduled Payments of principal and interest made on
the Equipment Notes, the Company ETCs and the Procor ETC held in the related
Pass Through Trust. Scheduled Payments of principal of the Equipment Notes held
in Pass Through Trust 1996-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

22
<PAGE> 24

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 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.

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<PAGE> 25

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 1996-A2, the Company ETCs and the
Procor ETC, held in such Pass Through Trust as described under "Description of
the Equipment Notes--Principal Payments" and "Description of the ETCs--Payment
of Principal and Interest." In the event of such a prepayment, purchase or
default, the Pool Factor and the Pool Balance of each Pass Through Trust so
affected will be recomputed after giving effect thereto and notice thereof will
be mailed to Certificateholders of such Pass Through Trust.

The "Pool Balance" for each Pass Through Trust indicates, as of any Regular
Distribution Date or Special Distribution Date, the aggregate unpaid principal
amount of the Equipment Notes and, in the case of Pass Through Trust 1996-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 1996-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 1996-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 1996-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.

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<PAGE> 26

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 June 30, 1996, 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 1996-A1 TRUST 1996-A2
SCHEDULED PASS THROUGH SCHEDULED PASS THROUGH
PRINCIPAL TRUST 1996-A1 PRINCIPAL TRUST 1996-A2
REGULAR DISTRIBUTION DATE PAYMENTS POOL FACTOR PAYMENTS POOL FACTOR
- ---------------------------------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>

</TABLE>

REPORTS TO CERTIFICATEHOLDERS

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

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

(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)

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<PAGE> 27

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

At such time, if any, as the Pass Through Certificates are issued in the
form of Registered Certificates, the Pass Through Trustee will prepare and
deliver the information described above to each Certificateholder of record of
each Pass Through Trust as the name of such Certificateholder appears on the
records of the Registrar of the Pass Through Certificates.

VOTING OF THE EQUIPMENT NOTES AND THE ETCS

The Pass Through Trustee, as holder of the Equipment Notes and, in the case
of Pass Through Trust 1996-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 1996-A2, all
ETCs held in such Pass Through Trust shall be voted for or against any action in
the same proportion as the Pass Through Certificates held by the
Certificateholders of such Pass Through Trust were actually voted. (Sections 6.1
and 10.1) Whenever the Agreements require or permit actions to be taken based
upon instructions or directions of Certificateholders of such Pass Through Trust
holding a specified percentage interest of a Pass Through Trust, DTC shall be
deemed to represent such percentage interest only to the extent that it has
received instructions to such effect from Certificate Owners and/or DTC
Participants owning or representing, respectively, such required percentage
interest and has delivered such instructions to the Pass Through Trustee.
(Section 3.9)

EVENTS OF DEFAULT AND CERTAIN RIGHTS UPON AN EVENT OF DEFAULT

An event of default under an Agreement (an "Event of Default") is defined
as the occurrence and continuance of (i) an event of default under the Indenture
(an "Indenture Default") or (ii) an event of default under the Company Trust
Agreement or the Procor Trust Agreement (an "Equipment Trust Default"). For a
description of the Indenture Defaults under the Indenture, see "Description of
the Equipment Notes--Indenture Defaults, Notice and Waiver." For a description
of the Equipment Trust Defaults under the Trust Agreements, see "Description of
the ETCs--Equipment Trust Defaults and Provisions Relating Thereto." There are
no cross-default provisions in the Trust Agreements, and an Equipment Trust
Default under the Company Trust Agreement will not constitute an Equipment Trust
Default under the Procor Equipment Trust Agreement, nor will an Equipment Trust
Default under the Procor Trust Agreement (other than a Company bankruptcy
related default) constitute an Equipment Trust Default under the Company Trust
Agreement. Accordingly, if an Equipment Trust Default occurs with respect to one
Trust Agreement, but no Equipment Trust Default has occurred with respect to the
other Trust Agreement, the ETCs under the non-defaulted Trust Agreement will
continue to be held in Pass Through Trust 1996-A2, and payments of principal and
interest on such ETCs will continue to be distributed to the

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<PAGE> 28

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 constitute an Equipment Trust Default nor will an
Equipment Trust Default constitute an Indenture Default.

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

The Indenture provides that, if an Indenture Default shall occur and be
continuing thereunder, the Indenture Trustee may, and upon the instructions of
the holders of a majority in aggregate principal amount of the Equipment Notes
shall, declare the unpaid principal amount of the Equipment Notes to be
immediately due and payable, together with any accrued and unpaid interest
thereon. The Indenture further provides that, if an Indenture Default shall
occur and be continuing thereunder, the holders of a majority in aggregate
principal amount of the Equipment Notes may direct the Indenture Trustee with
respect to the exercise of remedies thereunder. See "Description of the
Equipment Notes--Remedies." Accordingly, the ability of the holders of the Pass
Through Certificates issued with respect to either Pass Through Trust to cause
the Indenture Trustee to accelerate the Equipment Notes or to direct the
exercise of remedies by the Indenture Trustee will depend, in part, upon the
proportion between the aggregate principal amount of the Equipment Notes held in
such Pass Through Trust and the aggregate principal amount of all Equipment
Notes. If, for example, the Equipment Notes held in a Pass Through Trust
constitute only 45% in aggregate principal amount of the Equipment Notes, even
if all of the Certificateholders of such Pass Through Trust were to instruct the
Pass Through Trustee to direct the Indenture Trustee to accelerate the Equipment
Notes 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
can 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 either such Pass Through Trust, the Pass Through
Trustee could for the same reason be faced with a potential conflict of interest
upon an Indenture Default.

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

27
<PAGE> 29

Agreement also provides that, if an Indenture Default shall have occurred and be
continuing, the Pass Through Trustee of the Pass Through Trust created by such
Agreement may, and upon the direction of the holders of the Pass Through
Certificates evidencing fractional undivided interests aggregating not less than
a majority in interest of such Pass Through Trust shall, vote all of the
Equipment Notes in favor of directing the Indenture Trustee as to the time,
method and place of conducting any proceeding for any remedy available to the
Indenture Trustee or of exercising any trust or power conferred on the Indenture
Trustee under the Indenture. (Sections 6.1 and 6.4)

As an additional remedy, if an Indenture Default shall have occurred and be
continuing, each Agreement provides that the Pass Through Trustee of the Pass
Through Trust created by such Agreement may, and upon the direction of the
holders of Pass Through Certificates evidencing fractional undivided interests
aggregating not less than a majority in interest of such Pass Through Trust
shall, sell all or part of the Equipment Notes that are held in such Pass
Through Trust for cash to any person. In addition, if an Owner Trustee elects to
purchase all of the outstanding Equipment Notes in lieu of prepayment, the Pass
Through Trustee shall sell such Equipment Notes to 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 Owner Participant, the Owner Trustee in its individual capacity or any
affiliate thereof, or the Pass Through Trustee. (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
1996-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 1996-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 1996-A2 may, and
upon the direction of the holders of the Pass Through Certificates, Series
1996-A2 evidencing fractional undivided interests aggregating not less than a
majority in interest in such Pass Through Trust shall, vote the ETCs

28
<PAGE> 30

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
and 6.4)

As an additional remedy, if an Equipment Trust Default shall have occurred
and be continuing, the Agreement creating Pass Through Trust 1996-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
1996-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 and any amount distributed to the Pass
Through Trustee of Pass Through Trust 1996-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, the applicable Owner Trustee
exercises its option to prepay or purchase the outstanding Equipment Notes as
described below under "Description of the Equipment Notes--Prepayment," the
amount paid by such Owner Trustee to the Pass Through Trustee for the Equipment
Notes shall be deposited in the Special Payments Account for such Pass Through
Trust and shall be distributed to the Certificateholders of such Pass Through
Trust on a Special Distribution Date. (Sections 4.1 and 4.2)

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

Each Agreement provides that the Pass Through Trustee shall, within 30 days
after the occurrence of a default (as defined below) in respect of the Pass
Through Trust created by such

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<PAGE> 31

Agreement, give to the Certificateholders of such Pass Through Trust notice,
transmitted by mail, of all uncured or unwaived defaults under such Agreement
known to it; provided that, except in the case of default in the payment of
principal of, Make-Whole Amount, if any, or interest on an Equipment Note or an
ETC, as applicable, the Pass Through Trustee shall be protected in withholding
such notice if it in good faith determines that the withholding of such notice
is in the interests of the Certificateholders. The term "default," for the
purpose of the provision described in this paragraph only, shall mean the
occurrence of any Event of Default under an Agreement, except that in
determining whether any such Event of Default has occurred any grace period or
notice in connection therewith shall be disregarded. (Section 7.2)

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

The holders of Pass Through Certificates of a Pass Through Trust evidencing
fractional undivided interests aggregating not less than a majority in interest
of such Pass Through Trust may on behalf of the holders of all Pass Through
Certificates of such Pass Through Trust instruct the Pass Through Trustee to
waive any past default or Event of Default under the related Agreement and
thereby annul any direction given by the Pass Through Trustee to the Indenture
Trustee or the Equipment Trust Trustee with respect thereto, except (i) a
default in payment of principal of, Make-Whole Amount, if any, or interest on,
an Equipment Note or an ETC, as applicable, and (ii) a default in respect of any
covenant or provision of the related Agreement that cannot be modified or
amended without the consent of each Certificateholder of such Pass Through Trust
affected thereby. (Section 6.5) The Indenture provides that, with certain
exceptions, the holders of a majority in aggregate unpaid principal amount of
the Equipment Notes may on behalf of all such holders waive any past default or
Indenture Default thereunder. (Indenture, Section 5.06) For a discussion of
waivers of Indenture Defaults under the Indenture, see "Description of the
Equipment Notes--Indenture Defaults, Notice and Waiver." Each Trust Agreement
provides that, with certain exceptions, the holders of a majority in aggregate
unpaid principal amount of the ETCs outstanding thereunder may on behalf of all
such holders waive any past default or Equipment Trust Default thereunder.
Therefore, if the Certificateholders of a Pass Through Trust waive a past
default or Event of Default under the related Agreement such that the principal
amount of the Equipment Notes or ETCs, as applicable, held in such Pass Through
Trust constitute the required majority in aggregate unpaid principal amount of
Equipment Notes or ETCs, as applicable, such past default or Indenture Default
or Equipment Trust Default 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, in the case
of Pass Through Trust 1996 A-2, 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

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<PAGE> 32

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 the Pass
Through Trustee and, in the case of Pass Through Trust 1996-A2, Procor, 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, to enter into
supplements to such Agreement adding any provisions to or changing or
eliminating any of the provisions of such Agreement or modifying the rights of
the Certificateholders, except that no such supplement to such Agreement may,
without the consent of each Certificateholder so affected (i) reduce in any
manner the amount of, or delay the timing of, any receipt by the Pass Through
Trustee of payments on the Equipment Notes or ETCs, as applicable, held in such
Pass Through Trust, or distributions in respect of any related Pass Through
Certificate, or change any date of payment on any such Pass Through Certificate,
or make distributions payable at a place, or in coin or currency, other than
that provided for in such Pass Through Certificates, or impair the right of any
Certificateholder of such Pass Through Trust to institute suit for the
enforcement of any such payment when due, (ii) permit the disposition of the
Equipment Notes or the ETCs, as applicable, held in such Pass Through Trust,
except as provided in such Agreement or (iii) reduce the percentage of the
aggregate fractional undivided interests of the Pass Through Trust provided for
in such Agreement, the consent of the holders of which is required for any such
supplement to such Agreement or for any waiver provided for in such Agreement.
(Section 9.2)

MODIFICATION OF LEVERAGED LEASE AND TRUST AGREEMENTS

In the event that the Pass Through Trustee, as the holder of an Equipment
Note or, in the case of Pass Through Trust 1996-A2, an 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 Note 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
1996-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 or Equipment
Trust 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

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<PAGE> 33

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 June 30, 1996, whether
due to the physical unavailability of Units, the failure by the Owner Trustee to
issue Equipment Notes on or prior to such date, the failure of the 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 Certificate to but not including July 2, 1996,
at the rate appertaining to the applicable Pass Through Certificates, but
without premium, will be distributed on July 2, 1996 to the Certificateholders
of record as of June 30, 1996. (Section 2.1 (b)).

The Company will pay to the Pass Through Trustee on July 2, 1996 an amount
equal to the amount, if any, distributable by the Pass Through Trustee on such
date and thereupon will be entitled to any balance in the escrow account. On the
Regular Distribution Date occurring on January 2, 1997, the Company will also
pay to the Pass Through Trustee an amount equal to the difference between the
interest accrued on any Equipment Notes or ETCs, as applicable, purchased after
the issuance of the Pass Through Certificates and the interest that would have
accrued on such Equipment Notes or ETCs if they had been purchased at the time
of issuance of the Pass Through Certificates.

THE PASS THROUGH TRUSTEE

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

The Pass Through Trustee may resign with respect to either or both of the
Pass Through Trusts at any time, in which event the Company and, in the case of
Pass Through Trust 1996-A2, 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, in the
case of Pass Through Trust 1996-A2, 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 1996-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 1996-A2,
Procor, for, and will be held harmless against, any loss, liability or expense
incurred by the Pass Through Trustee

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<PAGE> 34

(other than through its own wilful misconduct, bad faith or negligence or by
reason of a breach of any of its representations or warranties set forth in the
related Agreement), except to the extent that such loss, liability or expense is
for or with respect to taxes, in which case the Pass Through Trustee may be
entitled to be reimbursed by the Pass Through Trust. (Section 7.7)

The First National Bank of Chicago serves as trustee under various
equipment trust certificates and other secured obligations of the Company, as
well as under various trusts relating to other leveraged lease transactions to
which the Company is a party. The First National Bank of Chicago also provides
customary banking services, including commercial credit facilities and standby
letters of credit, to the Company and certain of its affiliates.

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<PAGE> 35

DESCRIPTION OF THE EQUIPMENT NOTES

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

GENERAL

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

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

PAYMENTS OF PRINCIPAL AND INTEREST

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

Interest will be payable on each Equipment Note at the rate applicable to
such Equipment Note on the unpaid principal amount thereof on January 2 and July
2 of each year, commencing January 2, 1997. Such interest will be computed on
the basis of a 360-day year of twelve 30-day months. The principal of the %
Equipment Note to be issued on May , 1996 (Note A) and the Equipment Note
issuable on or about June 27, 1996 (Note B) to be held in Pass Through Trust
1996-A1 will be payable as set forth below:

<TABLE>
<CAPTION>
NOTE A NOTE B
PRINCIPAL PRINCIPAL PRINCIPAL
PAYMENT DATES PAYMENT PAYMENT PAYMENT
------------------------------------------------ --------- --------- ---------
<S> <C> <C> <C>

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

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<PAGE> 36

The % Equipment Notes held in Pass Through Trust 1996-A2, in an aggregate
principal amount of $ , will amortize as to principal commencing on
January 2, 2007, with the final payment of principal due on July 2, 2012;
however, such Equipment Notes are required to be prepaid on July 2, 2006
pursuant to a mandatory refinancing. See "-- Prepayment."

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

PREPAYMENT

The Equipment Notes may be prepaid under the following circumstances:

Mandatory Prepayments. If an Event of Loss to a Unit shall occur and like
kind equipment of equal or greater fair market sales value, utility, remaining
useful life, residual value and condition (assuming such Unit was in the
condition required to be maintained) is not substituted for the affected Unit in
accordance with the terms of the 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 as of the prepayment date (after deducting therefrom the
scheduled principal installment, if any, due on the prepayment date) by a
fraction, the numerator of which shall be the Equipment Cost of such Unit and
the denominator of which shall be the aggregate Equipment Cost of all Equipment
securing the Indenture immediately prior to the prepayment date, and (ii) as to
interest, the aggregate amount of interest accrued and unpaid to but not
including the prepayment date in respect of the principal amount to be prepaid
pursuant to clause (i) above on such prepayment date. No Make-Whole Amount (as
defined below) will be payable in the event of a prepayment under such
circumstances. See "Description of the Equipment Notes--The Lease--Events of
Loss." (Lease, Section 11; Indenture, Section 2.10)

In addition, under the Lease the Company may, so long as no Lease Event of
Default has occurred and is continuing, terminate the Lease at its option (i) at
any time after January 2, 2004, 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 July 2, 2006 with respect to any or all of
the Units (the "Early Purchase Date") if the Company exercises its option to
purchase such Unit or (iii) if the Company elects to exercise its right to
purchase Equipment as a result of an Owner Participant (or an affiliate thereof)
(other than the initial 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 Indenture, the amount of Equipment Notes to be
prepaid in the event of any such Lease termination will be equal to the sum of
(i) as to principal, an amount equal to the product obtained by multiplying the
aggregate unpaid principal amount of the Equipment Notes as of the prepayment
date (after deducting therefrom the scheduled principal installment, if any, due
on the prepayment date) by a fraction, the numerator of which shall be the
Equipment Cost of such Unit and the denominator of which shall be the aggregate
Equipment Cost of all Equipment securing the Indenture immediately prior to the
prepayment date, and (ii) as to interest, the aggregate amount of interest
accrued and unpaid to but not including the prepayment

35
<PAGE> 37

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

The Equipment Notes held in Pass Through Trust 1996-A2 are required to be
prepaid at a price equal to the unpaid principal amount thereof, together with
accrued but unpaid interest thereon to but not including the prepayment date, as
part of a mandatory refinancing, to be arranged by the Company, of the Equipment
Notes held by such Pass Through Trust on the final distribution date applicable
to the Pass Through Certificates, Series 1996-A2.

Voluntary Prepayments. Subject to certain restrictions, the Company may
require the Owner Participant, the Owner Trustee and the Pass Through Trustee to
effect an optional prepayment of the Equipment Notes at a price equal to the
unpaid principal amount thereof, together with accrued but unpaid interest
thereon to but not including the specified prepayment date (which shall be a
Special Distribution Date), plus a Make-Whole Amount, as part of a refunding or
refinancing which will result in the prepayment of the Pass Through
Certificates. (Participation Agreement, Section 10.2; Indenture, Section 2.10)

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

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

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<PAGE> 38

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

SECURITY

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

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

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

LIMITATION OF LIABILITY

The Equipment Notes are nonrecourse notes. All payments of principal of,
Make-Whole Amount, if any, and interest on the Equipment Notes (other than
payments made in connection with an optional or mandatory prepayment or purchase
by the Owner Trustee) will be made only from

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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). The Equipment Notes are
not obligations of, or guaranteed by, the Company. Neither the Owner Trustee, in
its individual capacity, the Owner Participant or the Indenture Trustee, or any
affiliates thereof, shall be liable to any holder of an Equipment Note or, in
the case of the Owner Trustee, in its individual capacity, or the Participant,
to the Indenture Trustee for any amounts payable under the Equipment Notes or,
except as provided in the Indenture, for any liability under the Indenture.
(Indenture, Section 2.03)

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

INDENTURE DEFAULTS, NOTICE AND WAIVER

Indenture Events of Default under the Indenture include: (a) a Lease Event
of Default, (b) default by the Owner Trustee in making payments when due of
principal of, premium, if any, or interest on any Equipment Note and continuance
of that default for 10 Business Days, (c) failure by the Owner Trustee or the
Owner Participant to perform any covenant contained in the Indenture, the
Equipment Notes or in the Participation Agreement continuing for a period of 30
days after written notice by the Indenture Trustee or any holder of an Equipment
Note issued under such Indenture, (d) any representation or warranty made by the
Owner Trustee in the Indenture or made by the Owner Trustee (except to the
extent made with respect to State Street Bank and Trust Company of Connecticut,
National Association 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. (Indenture, Section 5.01)

In the event that (i) at any time one or more Lease Events of Default shall
occur and shall have continued for a period of 180 days or more during which
time the Equipment Notes could, but shall not, have been accelerated, (ii) the
Equipment Notes shall have been accelerated, (iii) the Indenture Trustee, as
assignee of the Lease, shall have exercised (or given notice of its intention to
exercise) any remedies in respect of the Units under the Lease or (iv) the
Indenture Trustee shall commence foreclosure of the lien of the Indenture or
otherwise exercise remedies which would result in the exclusion of the Owner
Trustee from any property subject to the lien of the Indenture or any part
thereof (or given notice of its intention to foreclose or exercise remedies),
upon 30 days' notice the Owner Trustee may elect to purchase all, but not less
than all, of the Equipment Notes then outstanding under the Indenture from the
holders thereof by paying to each such holder an amount equal to the aggregate
unpaid principal amount of all such Equipment Notes then held by such holder,
together with accrued and unpaid interest thereon to the date of payment, but
without the payment of any Make-Whole Amount except in the case of a purchase of
the Equipment Notes pursuant to clause (iv) above if the right to exercise any
remedies arises because of action attributable to the Owner Trustee or the Owner
Participant. (Indenture, Section 5.04(b))

In the event the Company fails to make any semiannual basic rental payment
within 10 Business Days after the date the same shall become due under the
Lease, then and as long as no other Indenture Event of Default under the
Indenture (which is not being concurrently cured) shall have occurred and be
continuing the Owner Participant or the Owner Trustee may, during the 10
Business Days after receiving written notice of such failure from the Indenture
Trustee, pay to the Indenture Trustee the amount of such rental payment together
with any interest thereon on account of the delayed payment thereof, in which
event such payment by the Owner Participant or the Owner

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Trustee shall be deemed to cure any Indenture Event of Default which arose from
such failure of the Company (but such cure shall not relieve the Company of any
of its obligations); provided, that the Owner Participant and the Owner Trustee,
collectively, shall not be entitled to cure more than three consecutive or six
total failures to make semiannual basic rental payments. In the event there
shall occur a Lease Event of Default under the Lease in respect of any other
payment of rent, or which is curable by the payment of money, then and as long
as no other Indenture Event of Default under the Indenture (which is not being
concurrently cured) shall have occurred and be continuing the Owner Participant
or the Owner Trustee may, during the 30 days after receiving written notice of
such Lease Event of Default from the Indenture Trustee, pay to the Indenture
Trustee the amount of such rental payment together with any interest thereon on
account of the delayed payment thereof, or otherwise make such payment as shall
effect such cure, in which event such payment by the Owner Participant or the
Owner Trustee shall be deemed to cure any Indenture Event of Default which arose
as a result of such Lease Event of Default (but such cure shall not relieve the
Company of any of its obligations); provided, that the Owner Participant and the
Owner Trustee, collectively, shall not be entitled to cure such other Lease
Events of Default if the unreimbursed amount of such payments shall exceed in
the aggregate $5,000,000, as adjusted annually for inflation. (Indenture,
Section 5.04(a))

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

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

REMEDIES

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

The Indenture provides that if any Indenture Default under the Indenture
has occurred and is continuing the Indenture Trustee may exercise certain rights
or remedies available to it under applicable law, including (if the Lease has
been declared in default) one or more of the remedies under the Indenture or the
Lease. The Indenture Trustee's right to exercise remedies under the Indenture is
subject in certain circumstances to its having proceeded to exercise one or more
remedies under the Lease, unless at the time, the Indenture Trustee is stayed or
otherwise prevented from doing so by operation of law, in which case the
Indenture Trustee has agreed to refrain from exercising remedies under the
Indenture for a period of 90 days. Further, the Indenture

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<PAGE> 41

Trustee may not exercise remedies under the Indenture in those circumstances in
which the Company, as the debtor in a bankruptcy proceeding, shall have affirmed
the Lease and no Lease Event of Default (other than a Lease Event of Default
arising from the bankruptcy of the Company) has occurred and is continuing. See
"Description of the Equipment Notes -- The Lease -- Lease Events of Default."
Such remedies may be exercised by the Indenture Trustee to the exclusion of the
Owner Trustee and, subject to the terms of the Lease, the Company. Any Equipment
sold in the exercise of such remedies will be free and clear of any rights of
those parties including the rights of the Company under the Lease; provided that
no exercise of any remedies by the Indenture Trustee may affect the rights of
the Company under the Lease unless a Lease Event of Default under the Lease has
occurred and is continuing. (Indenture, Sections 5.03(a) and (c), 5.04(c) and
5.05; Lease, Section 15)

The holders of a majority in aggregate principal amount of the Equipment
Notes outstanding under the Indenture may instruct the Indenture Trustee to give
such notice, direction or consent, or exercise such right, remedy or power under
the Indenture or the Lease or in respect of the property subject to the lien of
the Indenture or take such other action as shall be specified in such
instructions, but in such event the Indenture Trustee shall not be required to
take or refrain from taking any action in connection therewith if it shall have
reasonable grounds to believe that adequate indemnity against such risk is not
reasonably assured to it. (Indenture, Sections 6.02 and 6.03)

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

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

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

MODIFICATION OF THE INDENTURE AND THE LEASE

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

Certain provisions of the Lease and the Participation Agreement may be
amended or modified by the parties thereto without the consent of any holders of
the Equipment Notes outstanding under

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the Indenture so long as no Indenture Event of Default shall have occurred and
be continuing. In the case of the Lease, such provisions include, among others,
provisions relating to (i) rental payments and other payments, except to the
extent indicated in clause (a) of the following paragraph, (ii) the maintenance
of the Equipment covered by the Lease, modifications to the Units and the return
to the Owner Trustee of the Equipment at the end of the term of the Lease and
(iii) the renewal of the Lease and the option of the Company at the end of the
term of the Lease to purchase any or all of the Equipment subject to the Lease.
(Indenture, Section 10.05)

Without the consent of the holder of each Equipment Note outstanding under
the Indenture, no amendment or modification of the Indenture may (a) change the
final maturity of, or reduce the principal amount of, or premium, if any, or
interest payable on any Equipment Notes issued under the Indenture or impair the
right to institute suit for the enforcement of any such payment or change the
date on which any principal or premium, if any, or interest is due and payable,
(b) create any lien with respect to the property subject to the Lien of the
Indenture ranking prior to or on a parity with the security interest created by
the Indenture, except as permitted in the Indenture, or deprive any holder of
any Equipment Note issued under the Indenture of the benefit of the Lien of the
Indenture or (c) reduce the percentage in principal amount of outstanding
Equipment Notes issued under the Indenture necessary to modify or amend any
provision of the Indenture or to waive compliance therewith. (Indenture, Section
10.01)

THE LEASE

Terms and Rentals. The Equipment subject to the Lease will be leased by the
Owner Trustee to the Company for a term commencing on the delivery date thereof
and expiring on July 2, 2012, unless previously terminated as permitted by the
Lease. The rent payments under the Lease will be payable on January 2 and July 2
(or, if such day is not a Business Day, on the next succeeding Business Day),
commencing on January 2, 1997, and will be used to make payments of principal of
and interest due on the Equipment Notes, which will in turn furnish the funds to
be distributed by the Pass Through Trustee to the Certificateholders on January
2 and July 2 of each year. (Lease, Section 3.2; Indenture, Section 3.01) The
Company has also agreed to pay under the Lease on January 2, 1997 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. (Lease, Section 3.5) Rental payments that the Company is
obligated to make or cause to be made under the Lease will not be less than the
scheduled payments of principal of and interest on the Equipment Notes, 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 1996-A2 on the
final distribution date for such Pass Through Trust. In certain cases, the
semiannual basic rent payments under the Lease may be adjusted, but, except as
described below, under no circumstances will such rent payments be adjusted so
as to be less than the corresponding scheduled payments of principal of and
interest on the Equipment Notes. (Participation Agreement, Section 2.6; Lease,
Section 3) The balance of any such semi-annual rent payment under the Lease,
after payment of the scheduled principal of, and interest on the Equipment
Notes, will be paid over to or for the account of the Owner Participant as the
beneficial owner of the Equipment covered by the Lease. (Lease, Section 3)

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

Subject to certain exceptions, the Company will, at its expense, make all
alterations, replacements or modifications required to be made by the
Association of American Railroads, the United States Department of
Transportation, or any other United States, state or local governmental agency
or other applicable law. The Company will have the right, at its expense, to
make other

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modifications, alterations and improvements, provided that such modifications do
not diminish the value, utility or remaining useful life of such Unit or cause
it to become "limited use" property. Severable modifications that are not
required by law will remain the property of the Company but may be purchased by
the Owner Trustee at fair market value upon termination of the Lease. The Owner
Trustee will acquire title to all nonseverable modifications and severable
modifications required by law. (Lease, Section 9)

Sublease; Possession and Use. The Company is in the business of leasing
railway tank cars and other railcars to third parties under full-service
operating leases. These leases vary in nature based on the needs of the
sublessee and the Company. The Company shall have the right to use the
Equipment, subject to the Lease, and to sublease the Equipment to any railroad
company incorporated in the United States, Canada or Mexico or to any other
responsible company which is not a railroad company for use in its business,
provided that the Units are used primarily on domestic routes in the United
States and that at no time shall more than 20% of the Units be used (as
determined by mileage records) outside the continental United States (exclusive
of Alaska) during any taxable year in which certain specified events occur; and
further provided that if the Company subleases any Units to a sublessee which
operates primarily in Mexico, subject to the provisions of the Lease, the
Company shall make all registration filings and deposits necessary or advisable
under then-current prudent industry practice (including any actions reasonably
requested by the Owner Trustee or the Indenture Trustee) to protect the interest
of the Owner Trustee under the Lease and the Indenture Trustee under the
Indenture. The Company may not sublease any Unit for a term that extends beyond
the term of the Lease nor may it sublease any Unit on terms and conditions that
are not consistent with the terms of the Lease unless the Company replaces such
Unit on or prior to the expiration of the Lease term in accordance with the
provisions of the Lease. No sublease will discharge the Company of its
obligations under the Lease. (Lease, Sections 8.2 and 8.3) If any Unit is leased
or the possession is otherwise transferred, such Unit will remain subject to the
lien of the Indenture.

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. (Lease, Section 8)

Liens. The Equipment will be maintained free of any liens, other than the
respective rights of the Owner Participant, the Owner Trustee, the Indenture
Trustee, the holders of the Equipment Notes, the Company and any permitted
sublessee arising under the Lease, the Indenture, the Participation Agreement
and the trust agreement between the Owner Trustee and the Owner Participant
pursuant to which the Owner Trustee acts as trustee for the benefit of the Owner
Participant, and other than, in the case of the Equipment, certain limited liens
permitted under the Lease and the Indenture, including liens for taxes either
not yet due and payable or being contested in good faith (so long as there
exists no material risk of sale, forfeiture, loss or loss of use of the
Equipment or any interest therein), materialmen's, mechanics' and other similar
liens arising in the ordinary course of business and either not yet due and
payable or being contested (so long as there exists no material risk of sale,
forfeiture, loss or loss of use of the Equipment or any interest

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therein), judgment liens that are being appealed in good faith and whose
enforcement has been stayed pending such appeal, and salvage rights of insurers
under insurance policies maintained pursuant to the Lease. (Lease, Section 7)

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

Termination. So long as no Lease Event of Default or event which, with
notice or the lapse of time or both, would become a Lease Event of Default
thereunder shall have occurred and be continuing, the Company may, upon at least
120 days prior written notice, terminate the Lease with respect to any or all of
the Units (provided that if such termination is for less than all of the Units
in any Equipment Group (as defined in the Lease), the determination as to which
Units are subject to termination shall be made by the Company on a random or
other reasonable basis without regard to maintenance status or operating
condition) (the "Terminated Units"), at its option any time after January 2,
2004, 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
MakeWhole 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 MakeWhole 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 will terminate
with respect to such Terminated Units and the obligation of the Company
thereafter to make rent payments with respect thereto shall cease. (Lease,
Sections 3.6, 10.1, 10.2 and 10.4, Indenture, Section 3.02)

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

Purchase Options. So long as no Lease Event of Default or event which, with
notice or the lapse of time or both, would become a Lease Event of Default
thereunder, shall have occurred and be continuing, the Company shall have the
right to purchase on July 2, 2006 any or all of such Units subject to the Lease
at the option prices set forth in the Lease. The Company may exercise its early

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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 Indenture. (Lease, Section 22.1) See
"Description of the Equipment Notes -- Prepayment."

Events of Loss. If an Event of Loss occurs with respect to a Unit, the
Company shall give notice to the Owner Trustee in accordance with the terms of
the Lease and, if the Indenture has not been discharged, to the Indenture
Trustee, and shall either (i) pay to the Owner Trustee the Stipulated Loss Value
of such Unit or (ii) substitute for such Unit like kind equipment, of equal or
greater fair market sales value, utility, remaining economic useful life and
residual value as the Unit being replaced (assuming such Unit was in the
condition required under the Lease). If the Company elects not to substitute for
the applicable Unit, Stipulated Loss Value will be paid on (i) the next Regular
Distribution Date following the election by the Company to pay the Stipulated
Loss Value of such Unit rather than substitute like kind Equipment or (ii) in
the case of the occurrence of a Multiple Loss, on the first Business Day
succeeding the 60th day following the date on which the Company is required to
report such Multiple Loss. If the Company elects to substitute for the
applicable Unit, it shall so substitute for such Unit on (i) the Rent Payment
Date immediately following the date the Company delivers notice of such election
or (ii) in the case of the occurrence of a Multiple Loss, on the first Business
Day succeeding the 60th day following the date on which the Company is required
to report such Multiple Loss. All funds to be paid or deposited with the Owner
Trustee as described in this paragraph 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. (Lease, Section
11) Amounts in excess of the amounts applied to prepay Equipment Notes in
accordance with the Indenture will be distributed by the Indenture Trustee in
accordance with the terms of the Indenture.

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

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Lease Events of Default. Events of default (each, a "Lease Event of
Default") under the Lease include, among other things: (a) failure by the
Company to make any payment of Basic Rent, any purchase price to be paid by the
Company for any Units pursuant to the Lease or the Participation Agreement,
Stipulated Loss Value or Termination Value, within 10 Business Days after the
same shall have become due, (b) failure by the Company to make any payment of
Supplemental Rent, including indemnity or tax indemnity payments, but not
including any purchase price to be paid by the Company for any Units pursuant to
the Lease or the Participation Agreement, Stipulated Loss Value or Termination
Value, after the same shall become due and such failure shall continue
unremedied for 10 Business Days after receipt by the Company of written notice
of such failure from the Owner Trustee or Indenture Trustee, (c) failure to
maintain in effect insurance as required by the Lease, such failure not having
been waived, (d) the Company shall make or permit any possession of the
Equipment of any portion thereof not permitted by the Lease, provided that such
unauthorized possession shall not constitute a Lease Event of Default for a
period of 45 days after the occurrence thereof, or the Company shall make or
permit an unauthorized assignment or transfer of the Lease, (e) failure by the
Company to observe or perform any of the agreements or covenants relating to the
merger, consolidation or transfer of assets of the Company and such failure
continues unremedied for 30 days, (f) failure by the Company to perform or
observe any other covenant or agreement to be performed or observed by it under
any Lessee Agreement (other than the Tax Indemnity Agreement) continuing for a
period of 30 days after notice of such failure from the Owner Trustee or the
Indenture Trustee, or, if such failure is capable of being remedied (and the
remedy requires an action other than, or in addition to, the payment of money),
for a period of 90 days after receipt of such notice so long as the Company is
diligently proceeding to remedy such failure, (g) any representation or warranty
made by the Company in any Lessee Agreement (other than the Tax Indemnity
Agreement) being untrue or incorrect in any material respect at the time made
and such untruth or incorrectness continues to be material and unremedied for a
period of 30 days after notice thereof or, if such untruth or incorrectness is
capable of being remedied, for a period of 60 days after receipt of such notice
so long as the Company is diligently proceeding to remedy such untruth or
incorrectness and any adverse effects thereof, (h) failure of the Owner Trustee
to effect a mandatory refinancing of the Equipment Notes held by Pass Through
Trust 1996-A2 and (i) the occurrence of certain events of bankruptcy,
reorganization or insolvency of the Company. (Lease, Section 14)

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

THE PARTICIPATION AGREEMENT

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

The Participation Agreement provides that if the Owner Participant or any
affiliate thereof (other than the initial 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

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Company's full service railcar operating leasing business, the Company may
purchase the Equipment for a purchase price equal to the greater of the
Termination Value or the then appraised fair market value, each calculated as of
the designated Special Distribution Date, plus certain other amounts including,
if applicable, the Make-Whole Amount. If the Company elects to exercise its
right to purchase the Equipment, unless the Company elects to assume the
Equipment Notes on a full recourse basis, the purchase price shall be used to
prepay the Equipment Notes and the Make-Whole Amount shall be paid. The
Participation Agreement requires the Owner Trustee to effect a refinancing of
the Equipment Notes held by Pass Through Trust 1996-A2 on or prior to the final
distribution date for the Pass Through Certificates issued thereunder. See
"Description of the Equipment Notes -- Prepayment." (Participation Agreement,
Section 6.9)

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

DESCRIPTION OF THE ETCS

The Company ETCs are to be issued under and pursuant to the provisions of
the Company Trust Agreement between the Company and The First National Bank of
Chicago, as trustee (the "Equipment Trust Trustee"), creating Union Tank Car
Company Equipment Trust (Series 26) (the "Company Trust"). The Procor ETC is to
be issued under and pursuant to the provisions of the Procor Trust Agreement
between Procor and the Equipment Trust Trustee, creating Procor Limited
Equipment Trust (Series 26-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 $11,441,000 aggregate principal amount,
and the Procor ETC will be limited to $2,790,000 aggregate principal amount. The
Company ETCs and the Procor ETC will be issued against the deposit with the
Equipment Trust Trustee by the Pass Through Trustee of like amounts of Deposited
Cash. The Company ETCs will represent an interest equal to the aggregate
principal amount thereof in the Company Trust, and the Procor ETC will represent
an interest equal to the principal amount thereof in the Procor Trust.

PAYMENT OF PRINCIPAL AND INTEREST

The ETCs, which will not amortize as to principal, mature on July 2, 2006.
Interest will be payable on the unpaid principal amount of the ETCs at the rate
of % per annum on January 2 and July 2 of each year, commencing January 2,
1997. (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

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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's guarantee of Procor's
obligations under the Procor Trust Agreement, see "Description of the 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
$14,301,000(125% 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
$3,488,000(125% 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 1995. For the purpose of determining
the cost of any unit of Equipment built by the Company or Procor, so-called "car
builder's cost" (which includes direct cost of labor, material and overhead, but
excludes any manufacturing profit) will be used; otherwise the actual cost to
the Company or Procor will be used. (Section 1.01) Of the Equipment which the
Company and Procor initially propose to subject to the Company Trust and the
Procor Trust, all of the railway tank cars have been or will be built either by
the Company or Procor, and all of the other rail cars have been built by other
manufacturers.

When and as any of the Trust Equipment shall be delivered to the Equipment
Trust Trustee, the Equipment Trust Trustee will pay to the Company or Procor, as
applicable, out of Deposited Cash an amount which will not exceed 80% 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 Surface Transportation
Board of the Department of Transportation 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)

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<PAGE> 49

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 May
, 1996 with respect to Trust Equipment sold to the Equipment Trust Trustee on
such date and on the date (which shall be not later than June 30, 1996) on which
the other Trust Equipment is sold to the Equipment Trust Trustee and ending July
2, 2006. The rent and other amounts payable by the Company will be sufficient to
enable the Equipment Trust Trustee to pay when due the principal of and interest
on the Company ETCs, as well as all the expenses of the Company Trust and
certain other charges. At the termination of the lease and after all payments
due or to become due from the Company under the Company Trust Agreement shall
have been fully made, such payments shall be applied and treated as purchase
money as the full purchase price of the Trust Equipment, and title to all Trust
Equipment held in the Company Trust shall vest in the Company. (Sections 4.01,
4.04, 4.05)

The Procor Trust Agreement will provide for the conditional sale to Procor
of all the Trust Equipment subject to such agreement and will obligate Procor to
make payments to the Equipment Trust Trustee during the period commencing on May
, 1996 and ending July 2, 2006. The payments in respect of the purchase of the
Trust Equipment and other amounts payable will be sufficient to enable the
Equipment Trust Trustee to pay when due the principal of and interest on the
Procor ETC, as well as all the expenses of the Procor Trust and certain other
charges. After all payments due or to become due from Procor under the Procor
Trust Agreement shall have been fully made, such payments shall be deemed to
represent payment of the full purchase price for Procor's purchase of the Trust
Equipment, and title to all Trust Equipment held in the Procor Trust shall vest
in Procor. (Sections 4.01, 4.04, 4.05)

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

The Trust Equipment subject to the Company Trust Agreement will not secure
the payment of the Procor ETC, and the Trust Equipment subject to the Procor
Trust Agreement will not secure the payment of the Company ETCs. The Trust
Equipment subject to the Company Trust Agreement will secure the Company ETC
issued on May , 1996 as well as the Company ETC to be issued not later than
June 30, 1996, 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

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<PAGE> 50

Trust Trustee of cash in an amount not less than the value of the Trust
Equipment to be released. Any cash so deposited (and any cash deposited as
provided in the second preceding paragraph) will be paid over by the Equipment
Trust Trustee to the Company or Procor, as applicable, against the conveyance to
the Equipment Trust Trustee of additional Equipment having a value not less than
the amount of cash to be paid over. (Sections 4.03, 4.07)

INFORMATION CONCERNING THE EQUIPMENT TRUST TRUSTEE

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

EQUIPMENT TRUST DEFAULTS AND PROVISIONS RELATING THERETO

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

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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)

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

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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 1996-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 1996-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
1996-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 1996-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
1996-A2, the Company ETCs and the Procor ETC in such Pass Through Trust in
proportion to their respective purchase prices.

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 1996-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

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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.

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).

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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 issued by Pass Through Trust 1996-A2 in connection with this
offering. This summary is based on the current provisions of the Income Tax Act
(Canada) (the "Tax Act") and the regulations thereunder, counsel's understanding
of the current administrative practices published by Revenue Canada and all
specific proposals to amend the Tax Act and the regulations announced by the
Minister of Finance prior to the date hereof. This summary does not otherwise
take into account or anticipate changes in the law, whether by judicial,
governmental or legislative decision or action, nor does it take into account
tax legislation or considerations of any province or territory of Canada or any
jurisdiction other than Canada.

This summary is of a general nature only and is not intended to be, and
should not be construed as, legal or tax advice to any particular Certificate
Owner. Purchasers of Pass Through Certificates, Series 1996-A2 should consult
their own tax advisors with respect to their particular circumstances.

The payment by Procor of interest and principal on the Procor ETC to the
Pass Through Trustee of Pass Through Trust 1996-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 1996-A2 to a Certificate
Owner will be exempt from Canadian withholding tax for a Certificate Owner who
is, or is deemed to be, a non-resident of Canada and with whom the Company and
Procor deal at arm's length, within the meaning of the Tax Act, at the time of
making the payment. For the purposes of the Tax Act, related persons (as therein
defined) are deemed not to deal at arm's length, and it is a question of fact
whether persons not related to each other deal at arm's length.

No other taxes on income (including taxable capital gains) will be payable
under the Tax Act in respect of the holding or disposition of the Procor ETC, or
the receipt of interest thereon, by the Pass Through Trustee of Pass Through
Trust 1996-A2. No other taxes on income (including taxable capital gains) will
be payable under the Tax Act in respect of the acquisition, holding or
disposition of the Pass Through Certificates, Series 1996-A2 or the receipt of
interest thereon by Certificate Owners who are, or are deemed to be,
non-residents of Canada for purposes of the Tax Act at any time during which
they hold Pass Through Certificates and who do not use or hold and are not
deemed by such laws to use or hold the Pass Through Certificates in carrying on
business in Canada for the purposes of the Tax Act, and, in the case of a
Certificate Owner who carries on an insurance business in Canada and elsewhere,
whose Pass Through Certificates are not effectively connected with its Canadian
insurance business.

53
<PAGE> 55

CERTAIN ILLINOIS TAXES

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

ERISA CONSIDERATIONS

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

The United States Department of Labor has granted to each of Salomon
Brothers Inc and Morgan Stanley & Co. Incorporated an administrative exemption
(Prohibited Transaction Exemption 89-89, Exemption Application No. D-6446, et
al. 54 Fed. Reg. 42,589 (1989) as amended, 55 Fed. Reg. 48,939 (1990)) and
Prohibited Transaction Exemption 90-24 et al., Exemption Application No. D-8019
et al., 55 Fed. Reg. 20, 548 (1990) (collectively, the "Exemptions") from
certain of the prohibited transaction rules of ERISA and the Code with respect
to the initial purchase, the holding and the subsequent resale by a Plan of
certificates in certain pass through trusts, the assets of which consist of
secured credit instruments that bear interest, including qualified equipment
notes secured by leases. A number of conditions must be satisfied in order for
the Exemptions to apply, including the requirement that at the time of their
purchase by a Plan the Pass Through Certificates have a specified credit rating.
Under the Exemptions an equipment note secured by a lease will be considered
qualified only if it is a note (a) which is secured by equipment which is
leased, (b) which is secured by the obligation of the lessee to pay rent under
the equipment lease and (c) with respect to which the trust's security interest
is at least as protective of the rights of the trust as the trust would have if
the equipment note were secured only by the equipment and not by the lease.

54
<PAGE> 56

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.

55
<PAGE> 57

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 principal amount of Pass Through Certificates set forth
opposite its name below.

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF
UNDERWRITER PASS THROUGH CERTIFICATES
- ---------------------------------------------------------------------- -------------------------
<S> <C>
Salomon Brothers Inc.................................................. $
Morgan Stanley & Co. Incorporated.....................................
--------
Total....................................................... $
========
</TABLE>

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

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

<TABLE>
<CAPTION>
PASS THROUGH CERTIFICATE CONCESSIONS TO DEALERS REALLOWANCE CONCESSIONS
- ----------------------------------------------- ---------------------- -----------------------
<S> <C> <C>
1996-A1........................................ % %
1996-A2........................................ % %
</TABLE>

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

The Company and Procor do not intend to apply for listing of the Pass
Through Certificates on a national securities exchange, but 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 the Law Department of the First
National Bank of Chicago as to matters relating to the authorization, execution,
authentication, issuance and delivery of the Pass Through Certificates under the
Agreements. Certain legal matters with respect to United States and Illinois
income taxation are being passed upon for the Company by Neal, Gerber &
Eisenberg, and certain legal matters with respect to Canadian federal income
taxation are being passed upon for the Company and Procor by Osler, Hoskin &
Harcourt, Toronto, Ontario, Canada.

56
<PAGE> 58

EXPERTS

The consolidated financial statements of Union Tank Car Company appearing
in Union Tank Car Company's Annual Report (Form 10-K) for the year ended
December 31, 1995, as amended, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

57
<PAGE> 59

APPENDIX I

GLOSSARY OF CERTAIN TERMS

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

"Agreement" means each of the two separate Pass Through Trust Agreements,
one between the Company and The First National Bank of Chicago, as Pass Through
Trustee, and the other among The First National Bank of Chicago, as Pass Through
Trustee, the Company and Procor, pursuant to which the two separate Union Tank
Car Company 1996-A Pass Through Trusts will be formed.

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

"Cede" means Cede & Co., as the nominee of The Depository Trust Company.

"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, the 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" means Union Tank Car Company and its wholly-owned subsidiaries
(unless the context otherwise requires).

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

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

"Commission" means the Securities and Exchange Commission.

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

"Equipment" means the tank cars and the covered hopper cars subject to the
Lease.

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

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

"Equipment Trust Default" means each of the events designated as an "Event
of Default" in the Company Trust Agreement or the Procor Trust Agreement.
<PAGE> 60

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

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

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

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

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

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

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

"Lease" means the Lease Agreement to be entered into with respect to the
Equipment between the Owner Trustee and the Company, as such Lease Agreement may
from time to time be amended or supplemented.

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

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

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

"Multiple Loss" means the occurrence of an Event of Loss in respect of more
than ten units since the end of the last six month reporting period under the
Lease.

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

I-2
<PAGE> 61

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

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

"Pass Through Certificate" means each of the Pass Through Certificates,
Series 1996-A to be issued by the Pass Through Trustee pursuant to the
Agreements.

"Pass Through Trust" means each of the two separate Union Tank Car Company
1996-A Pass Through Trusts to be formed pursuant to the Agreements.

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

"Permitted Investment" means each of (i) direct obligations of the United
States of America and agencies thereof, (ii) obligations fully guaranteed by the
United States of America, (iii) certificates of deposit issued by, or bankers'
acceptances of, or time deposits with, any bank, trust company or national
banking association incorporated or doing business under the laws of the United
States of America or one of the States thereof having combined capital and
surplus and retained earnings of at least $100,000,000, having general
obligations rated at least A1 by Moody's Investors Service, Inc. or A+ by
Standard & Poor's Corporation (but excluding any new investment as to which
there is a public announcement by the rating agency providing a rating thereon
that such rating is under consideration for a possible downgrade below A1 or A+,
as the case may be), including the Owner Trustee in its individual capacity or
the Indenture Trustee in its individual capacity if such conditions are met,
(iv) commercial paper of any holding company of a bank, trust company or
national banking association described in clause (iii), (v) bearer note deposits
with, or certificates of deposit issued by, or promissory notes of, any
subsidiary incorporated under the laws of Canada (or any province thereof) of
any bank, trust company or national banking association described in 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

I-3
<PAGE> 62

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 1996-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 1996-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 1996-A2, the Company ETCs and the Procor ETC,
held in such Pass Through Trust and distribution thereof to be made on that
date.

"Procor" means Procor Limited, a wholly-owned subsidiary of the Company.

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

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

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

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

"Registration Statement" means the Registration Statement of which this
Prospectus is a part.

"Regular Distribution Date" means January 2 and July 2 of each year,
commencing January 2, 1997.

"Scheduled Payment" means each payment of principal of or interest on an
Equipment Note, and in the case of Pass Through Trust 1996-A2, a Company ETC or
the Procor ETC, scheduled to be received by the Pass Through Trustee on January
2 or July 2 of each year, commencing January 2, 1997 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;

I-4
<PAGE> 63

payments received by the Pass Through Trustee on account of the sale by it of
such Equipment Notes, Company ETCs or the Procor ETC; and any return of escrowed
funds which have not been used to purchase Equipment Notes, Company ETCs or the
Procor ETC plus any payment of amounts received by the Pass Through Trustee
representing interest that would have been paid on such escrowed funds had
Equipment Notes, Company ETCs or the Procor ETC been purchased with such
escrowed funds.

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

"Specified Investments" means (i) direct obligations of the United States
of America and agencies thereof for which the full faith and credit of the
United States of America is pledged, (ii) obligations fully guaranteed by the
United States of America, (iii) certificates of deposit issued by, or bankers'
acceptances of, or time deposits with, any bank, trust company or national
banking association incorporated or doing business under the laws of the United
States of America or one of the States thereof having combined capital and
surplus and retained earnings of at least $500,000,000 (including any Indenture
Trustee or Owner Trustee, in their respective individual capacities if such
conditions are met), (iv) commercial paper of companies, banks, trust companies
or national banking associations incorporated or doing business under the laws
of the United States of America or one of the States thereof and in each case
having a rating of A-1/P-1 or better assigned to such commercial paper by
Standard & Poor's Corporation or Moody's Investors Service, Inc. (or, if neither
such organization shall rate such commercial paper at any time, by any
nationally recognized rating organization in the United States of America) and
(v) repurchase agreements with any financial institution having a combined
capital and surplus of at least $750,000,000 fully collateralized by obligations
of the type described in clauses (i) through (iv) above; provided, however, that
if all of the above investments are unavailable, the entire amount to be
invested may be used to purchase Federal Funds from an entity described in (iii)
above; and provided, further, that no investment shall be eligible as a
"Specified Investment" unless the final maturity or date of return of such
investment occurs no later than June 30, 1996.

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

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

"Treasury Rate" means, with respect to prepayment of each Equipment Note, a
per annum rate (expressed as a semiannual equivalent and as a decimal and, in
the case of United States Treasury bills, converted to a bond equivalent yield),
determined to be the per annum rate equal to the semiannual yield to maturity
for United States Treasury securities maturing on the Average Life Date of such
Equipment Note, as determined by interpolation between the most recent weekly
average yields to maturity for two series of United States Treasury securities,
(A) one maturing as close as possible to, but earlier than, the Average Life
Date of such Equipment Note and (B) the other maturing as close as possible to,
but later than, the Average Life Date of such Equipment Note, in each case as
published in the most recent H.15(519) (or, if a weekly average yield to
maturity for United States Treasury securities maturing on the Average Life Date
of such Equipment Note is reported in the most recent H.15(519), as published in
H.15(519)). H.15(519) means "Statistical Release H.15(519), Selected Interest
Rates," or any successor publication, published by the Board of Governors of the
Federal Reserve System. The most recent H.15(519) means the latest H.15(519)
which is published prior to the close of business on the third Business Day
preceding the scheduled prepayment date. As used herein, "Remaining Weighted
Average Life" means, with respect to any date of prepayment or any date of
determination of any Equipment Note, the number of days equal to the quotient
obtained by dividing (a) the sum of the products obtained by multiplying (i) the
amount of each then remaining principal payment on such Equipment Note by (ii)
the number of days from and including the prepayment date or date of
determination to but

I-5
<PAGE> 64

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.

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

"Underwriters" means Salomon Brothers Inc and Morgan Stanley & Co.
Incorporated.

"Unit" means each rail car subject to the Lease.

I-6
<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

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................... 2
Reports to Certificateholders by the
Trustee................................. 2
Documents Incorporated by Reference....... 2
Summary................................... 3
Formation of the Pass Through Trusts...... 12
Description of Payment Flows.............. 13
Use of Proceeds........................... 15
The Company............................... 16
Capitalization............................ 17
Selected Financial Information............ 18
Description of the Pass Through
Certificates............................ 19
Description of the Equipment Notes........ 34
Description of the ETCs................... 46
Certain Federal Income Tax Consequences... 50
Certain Canadian Tax Consequences......... 53
Certain Illinois Taxes.................... 54
ERISA Considerations...................... 54
Underwriting.............................. 56
Legal Opinions............................ 56
Experts................................... 57
Glossary of Certain Terms...........Appendix I
</TABLE>

UNTIL , 1996 (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.

$114,000,000

UNION TANK CAR
COMPANY
1996-A
PASS THROUGH
TRUSTS

PASS THROUGH CERTIFICATES,
SERIES 1996-A
SALOMON BROTHERS INC

MORGAN STANLEY & CO.
INCORPORATED

PROSPECTUS

DATED MAY , 1996

<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.............. $ 42,069
Blue Sky filing and counsel fees................................. 2,000
Trustees' fees and expenses...................................... 5,000
Printing expenses................................................ 35,000
Auditors' fees and expenses...................................... 25,000
Attorneys' fees and expenses..................................... 100,000
Rating agency fees............................................... 59,000
Miscellaneous.................................................... 6,931
--------
Total.................................................. $275,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law, Article Sixth of the
Company's Restated Certificate of Incorporation and Article VIII of the
Company's By-Laws authorize and empower the Company to indemnify its directors,
officers, employees and agents against liabilities incurred in connection with,
and related expenses resulting from, any claim, action or suit brought against
any such person as a result of such person's relationship with the Company,
provided that such persons acted in accordance with a stated standard of conduct
in connection with the acts or events on which such claim, action or suit is
based. The finding of either civil or criminal liability on the part 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.

II-1
<PAGE> 67

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
-------- ----------------------------------------------------------------------
<S> <C>
1 Form of Underwriting Agreement.+
4(a)(1) Form of Pass Through Trust Agreement 1996 A-1 between the Pass Through
Trustee and the Company relating to the Pass Through Certificates.
4(a)(2) Form of Pass Through Trust Agreement 1996 A-2 among the Pass Through
Trustee, the Company and Procor relating to the Pass Through
Certificates.+
4(a)(3) Form of Pass Through Certificate, Series 1996-A1 (included in Exhibit
4(a)(1)).
4(a)(4) Form of Pass Through Certificate, Series 1996-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 the leveraged lease transaction.+
4(b)(2) Form of Equipment 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 26) 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 26-Can) between Procor and
the Equipment Trust Trustee relating to the Procor ETC.+
4(c)(4) Form of the Procor ETC (included in Exhibit 4(c)(3)).+
5(a) Opinion of Neal, Gerber & Eisenberg, counsel for the Company.
5(b) Opinion of The Law Department of The First National Bank of Chicago,
counsel for the Pass Through Trustee.
8(a) Tax Opinion of Neal, Gerber & Eisenberg, counsel for the Company.
8(b) Tax Opinion of Osler, Hoskin & Harcourt, counsel for Procor.
12 Computations 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)).
23(c) Consent of The Law Department of The First National Bank of Chicago
(included in Exhibit 5(b)).
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.
</TABLE>

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

+ Previously filed.

* The computation for each of the five fiscal years ended December 31, 1995,
1994, 1993, 1992 and 1991 is incorporated herein by reference to Exhibit 12 to
the Company's Annual Report on Form 10-K for the year ended December 31, 1995.
The computation for the three months ended March 31, 1996 is filed herewith.

II-2
<PAGE> 68

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
otherwise, 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.

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-3
<PAGE> 69

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 2nd day of May,
1996.

UNION TANK CAR COMPANY

/s/ R.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 2nd day of May, 1996.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------- ------------------------------------------
<S> <C>
* /s/ JAY A. PRITZKER Chairman of the Board and Director
- -----------------------------------------------
Jay A. Pritzker
* /s/ ROBERT A. PRITZKER President and Director
- ----------------------------------------------- (principal executive officer)
Robert A. Pritzker
/s/ R.C. GLUTH Executive Vice President,
- ----------------------------------------------- Treasurer and Director
Robert C. Gluth (principal financial and accounting
officer)
* /s/ K.P. FISCHL Director
- -----------------------------------------------
K.P. Fischl
*By: /s/ R.C.
GLUTH
- -----------------------------------------------
Robert C. Gluth
Attorney-in-Fact
</TABLE>

II-4
<PAGE> 70

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 2nd day of May,
1996.

PROCOR LIMITED

/s/ R.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 2nd day of May, 1996.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------------------- ------------------------------------------
<S> <C>
* /s/ FRANK D. LESTER President
- ----------------------------------------------- (principal executive officer)
Frank D. Lester
/s/ R.C. GLUTH Vice President,
- ----------------------------------------------- Treasurer and Director
Robert C. Gluth (principal financial and accounting
officer)
* /s/ DAVID H. PATTERSON Director
- -----------------------------------------------
David H. Patterson
* /s/ K.P. FISCHL Director
- -----------------------------------------------
K.P. Fischl
* /s/ PETER E. LAWFORD Director
- -----------------------------------------------
Peter E. Lawford
* /s/ S. DONALD HAMILTON Director
- -----------------------------------------------
S. Donald Hamilton
*By: /s/ R.C.
GLUTH
- -----------------------------------------------
Robert C. Gluth
Attorney-in-Fact
</TABLE>

II-5
<PAGE> 71

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS PAGE NO.
- -------- --------------------------------------------------------------------- --------
<S> <C> <C>
1 Form of Underwriting Agreement.+.....................................
4(a)(1) Form of Pass Through Trust Agreement 1996 A-1 between the Pass
Through Trustee and the Company relating to the Pass Through
Certificates.........................................................
4(a)(2) Form of Pass Through Trust Agreement 1996 A-2 among the Pass Through
Trustee, the Company and Procor relating to the Pass Through
Certificates.+.......................................................
4(a)(3) Form of Pass Through Certificate, Series 1996-A1 (included in Exhibit
4(a)(1)).............................................................
4(a)(4) Form of Pass Through Certificate, Series 1996-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 the leveraged lease transaction.+........
4(b)(2) Form of Equipment 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 26) 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 26-Can) between Procor and
the Equipment Trust Trustee relating to the Procor ETC.+.............
4(c)(4) Form of the Procor ETC (included in Exhibit 4(c)(3)).+...............
5(a) Opinion of Neal, Gerber & Eisenberg, counsel for the Company.........
5(b) Opinion of The Law Department of the First National Bank of Chicago,
counsel for the Pass Through Trustee.................................
8(a) Tax Opinion of Neal, Gerber & Eisenberg, counsel for the Company.....
8(b) Tax Opinion of Osler, Hoskin & Harcourt, counsel for Procor..........
12 Computations 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))................................................................
23(c) Consent of The Law Department of The First National Bank of Chicago
(included in Exhibit 5(b))...........................................
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.........
</TABLE>

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

+ Previously filed.

<PAGE> 1

EXHIBIT 4(a)(1)

PASS THROUGH TRUST AGREEMENT 1996-A1

Dated May __, 1996

between

UNION TANK CAR COMPANY

and

_________________________
as Pass Through Trustee

$____________

Union Tank Car Company
1996-A1 Pass Through Trust
Pass Through Certificates,
Series 1996-A1
<PAGE> 2
Reconciliation and tie between Pass Through Trust Agreement 1996-A1 dated May
__, 1996 and the Trust Indenture Act of 1939. This reconciliation does not
constitute part of the Pass Through Trust Agreement.

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

A-2
<PAGE> 3

TABLE OF CONTENTS TO PASS THROUGH TRUST AGREEMENT 1996-A1

<TABLE>
<CAPTION>
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 . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 1.4. Acts of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE II

ACQUISITION OF EQUIPMENT NOTES;
ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.1. Issuance of Certificates; Acquisition of Equipment Notes . . . . . . . . . . . . . . . . . . . . . 14
SECTION 2.2. Declaration of Trust; Acceptance By Pass Through Trustee . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.3. Limitation of Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.4. Sale of Equipment Notes Under Certain Circumstances . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE III

THE CERTIFICATES

SECTION 3.1. Form, Denomination and Execution of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 3.2. Authentication of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 3.3. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.4. Registration of Transfer and Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 3.6. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 3.7. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 3.8. Limitation of Liability for Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 3.9. Book-Entry and Registered Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
</TABLE>

-i-
<PAGE> 4
<TABLE>
<CAPTION>

Page
----
ARTICLE IV

DISTRIBUTIONS; STATEMENTS TO
CERTIFICATEHOLDERS

<S> <C> <C>
SECTION 4.1. Certificate Account and Special Payments Account . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4.2. Distribution from Certificate Account and
Special
Payments Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 4.3. Statements to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 4.4. Investment of Special Payment Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE V

THE COMPANY

SECTION 5.1. Maintenance of Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.2. Consolidation, Merger or Sale of Assets Permitted . . . . . . . . . . . . . . . . . . . . . . . . 27

ARTICLE VI

DEFAULT

SECTION 6.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.2. Incidents of Sale of Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.3. Judicial Proceedings Instituted by Pass Through Trustee . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.4. Control by Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 6.5. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.6. Undertaking to Pay Court Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 6.7. Right of Certificateholders to Receive Payments Not to Be Impaired . . . . . . . . . . . . . . . . 32
SECTION 6.8. Certificateholders May Not Bring Suit Except Under Certain Conditions . . . . . . . . . . . . . . 32
SECTION 6.9. Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE VII

THE PASS THROUGH TRUSTEE

SECTION 7.1. Certain Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 7.2. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 7.3. Certain Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 7.4. Not Responsible for Recitals or Issuance of Certificates . . . . . . . . . . . . . . . . . . . . . 35
SECTION 7.5. May Hold Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 7.6. Money Held in Pass Through Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 7.7. Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 7.8. Corporate Trustee Required; Eligibility 37
SECTION 7.9. Resignation and Removal; Appointment of
</TABLE>

-ii-
<PAGE> 5
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 7.10. Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 7.11. Merger, Conversion, Consolidation or Succession to Business . . . . . . . . . . . . . . . . . . . 40
SECTION 7.12. Maintenance of Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 7.13. Money for Certificate Payments to Be Held in Pass Through Trust . . . . . . . . . . . . . . . . . 42
SECTION 7.14. Registration of Equipment Notes in Pass Through Trustee's Name . . . . . . . . . . . . . . . . . . 43
SECTION 7.15. Representations and Warranties of Pass Through Trustee . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 7.16. Withholding Taxes; Information Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 7.17. Trustee's Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 7.18. Preferential Collection of Claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

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 . . . . . . 45
SECTION 8.2. Preservation of Information; Communications to Certificateholders . . . . . . . . . . . . . . . . 45
SECTION 8.3. Reports by Pass Through Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 8.4. Reports by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE IX

SUPPLEMENTS TO PASS THROUGH TRUST AGREEMENT

SECTION 9.1. Supplements to Pass Through Trust Agreement Without Consent of Certificateholders . . . . . . . . 47
SECTION 9.2. Supplements to Pass Through Trust Agreement with Consent of Certificateholders . . . . . . . . . . 47
SECTION 9.3. Documents Affecting Immunity or Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 9.4. Execution of Supplements to Pass Through Trust Agreements . . . . . . . . . . . . . . . . . . . . 48
SECTION 9.5. Effect of Supplements to Pass Through Trust Agreement . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 9.6. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 9.7. Reference in Certificates to Supplements to Pass Through Trust Agreements . . . . . . . . . . . . 49
</TABLE>

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ARTICLE X

AMENDMENTS TO INDENTURE AND NOTE DOCUMENTS

<S> <C> <C>
SECTION 10.1. Amendments and Supplements to Indenture and Other Note Documents . . . . . . . . . . . . . . . . . 49

ARTICLE XI

TERMINATION OF TRUST

SECTION 11.1. Termination of the Pass Through Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE XII

MISCELLANEOUS PROVISIONS

SECTION 12.1. Limitation on Rights of Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 12.2. Certificates Nonassessable and Fully Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 12.3. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 12.4. Communication by Certificateholder with Other Certificateholders . . . . . . . . . . . . . . . . . 53
SECTION 12.5. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 12.6. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 12.7. Trust Indenture Act Controls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 12.8. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 12.9. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 12.10. Benefits of Pass Through Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 12.11. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 12.12. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

</TABLE>

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

-v-

<PAGE> 8

This PASS THROUGH TRUST AGREEMENT 1996-A1 dated May __, 1996, is made with
respect to the formation of the Union Tank Car Company 1996-A1 Pass Through
Trust, between UNION TANK CAR COMPANY, a Delaware corporation ( the "Company"),
and _________________________, solely as Pass Through Trustee and not it its
individual capacity.

WITNESSETH:

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

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

WHEREAS, the Owner Trustee 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 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 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
<PAGE> 9

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;

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

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<PAGE> 10

indirectly, of the power to direct or cause the direction of the management
policies of such Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

"Authorized Agent" means any Paying Agent or Registrar.

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

"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.

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<PAGE> 11

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

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

"Corporate Trust Office" means, with respect to the Pass Through Trustee
and 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.

"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 Lease.

"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 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 the Trust Indenture and Security Agreement (UTC Trust No.
1996-A), dated May __, 1996, between the Owner Trustee and the Indenture
Trustee, as the 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.

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<PAGE> 12

"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 May __, 1996.

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

"Lease" means the Equipment Lease Agreement (UTC Trust No. 1996-A) (L-14_)
with respect to the Equipment between the Owner Trustee, as the lessor, and the
Company, as the lessee, as the Lease may be amended or supplemented from time
to time in accordance with its terms. Such term 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

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<PAGE> 13

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

(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 the Participation Agreement (UTC Trust No.
1996-A), dated May __, 1996, and to which the Pass Through Trustee, the Owner
Trustee, the Indenture Trustee, the Owner Participant, and the Company 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

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<PAGE> 14

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
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

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<PAGE> 15
rating organization in the United States of America); or (x) bonds
or other debt instruments of any company, if such bonds or other debt
instruments, at the time of their purchase, are rated in the highest rating
category by Standard & Poor's Corporation or Moody's Investors Service, Inc.
(or, if neither such organization shall rate such obligations at such time, by
any nationally recognized rating organization in the United States of America);
provided that no investment shall be eligible as and included within the
definition of the term "Permitted Investment" unless either (x) the final
maturity or date of return of such investment is equal to one year or less from
the date of purchase thereof, or (y) in the case of any investment referred to
in the foregoing clause (i) or (ii) only, such investment has a final maturity
or date of return greater than one year from the date of purchase thereof and
closing prices on a national securities exchange or bid and asked prices,
closing prices or yields to maturity for such investment are reported in The
Wall Street Journal (or if The Wall Street Journal is not at the time published
or ceases to report such prices, such prices are reported by any other
publication of nationally recognized standing of general circulation in New
York City).

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

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

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

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

"Postponement Notice" means a certificate of the Company

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<PAGE> 16

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 ________________, 1996 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

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<PAGE> 17

also means, with respect to any Pass Through 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).

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<PAGE> 18

"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 December 30, 1996.

"Subsequent Cut-off Date" means June __, 1996.

"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

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<PAGE> 19
the Participation Agreement), (b) any act or omission of the Pass Through
Trustee, in its individual capacity, respectively, which is not required or
permitted by the Operative Agreements or is in violation of any of the terms of
the Operative Agreements, (c) any claim against the Pass Through Trustee or
_________________________ in its individual capacity, respectively, with
respect to Taxes (within the meaning specified in Appendix A to the
Participation Agreement) or Transaction Costs (within the meaning specified in
Appendix A to the Participation Agreement) against which the Company is not
required to indemnify the Pass Through Trustee, _________________________ in
its individual capacity, pursuant to the Participation Agreement or (d) any
claim arising out of any transfer by the Pass Through Trustee, of all or any
portion of its interests in the Equipment, the Trust Estate or the Operative
Agreements other than the transfer of title to or possession of any Equipment
by the Pass Through Trustee pursuant to an in accordance with the Indenture or
pursuant to the exercise of the remedies set forth in the Lease; provided,
however, that any Trustee Lien which is attributable solely to the Pass Through
Trustee or _________________________ in its individual capacity and would
otherwise constitute a Trustee Lien shall not constitute a Trustee Lien so long
as (i) the existence of such Trustee Lien poses no material risk of the sale,
forfeiture or loss of any Unit or any interest therein, including Equipment
Notes, (ii) the existence of such Trustee Lien does not interfere in any way
with the quiet enjoyment of any Unit by the Company, as lessee and (iii) the
Pass Through Trustee or _________________________ in its individual capacity,
is diligently contesting such Trustee Lien by appropriate proceedings.

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

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<PAGE> 20

Section 8.4(d)) shall include:

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

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

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

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

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

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

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

SECTION 1.4. Acts of Certificateholders.

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

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<PAGE> 21

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 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

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<PAGE> 22

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

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<PAGE> 23

Trustee, shall issue and sell such Certificates, in authorized denominations
and in such Fractional Undivided Interests, so as to result in the receipt of
consideration in an amount equal to the aggregate principal amount of such
Equipment Notes and, concurrently therewith, the Pass Through Trustee shall
purchase, pursuant to the terms and conditions of the Participation 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.

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<PAGE> 24

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.

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
________________, 1996 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, ________________, 1996 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 Agreement 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,
the Company in Specified Investments maturing (i) no later than the Subsequent
Cut-off Date or (ii) if the Company 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 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.

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<PAGE> 25

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 Subsequent 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
Subsequent 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 Subsequent Cut-off Date, upon the written request of the
Company 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.

If any of the applicable Equipment Notes will not be issued on or prior to
the Subsequent 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
December 30, 1996 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 30, 1996 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
the Company 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

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<PAGE> 26

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 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

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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.

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

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<PAGE> 28

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

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<PAGE> 29

connection with any transfer or exchange of Certificates.

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

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

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

SECTION 3.9. Book-Entry and Registered Certificates.

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

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

(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

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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 suchinstructions
to the Pass Through Trustee. The Pass Through Trustee shall have no
obligation to determine whether the Clearing Agency has in fact received any
such instructions.

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

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

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

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Pass Through Trustee shall notify all Certificate Owners, through the Clearing
Agency, of the occurrence of any such event and of the availability of
Registered Certificates. Upon surrender to the Pass Through Trustee of all the
Certificates held by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration of Registered
Certificates in the names of Certificate Owners, the Pass Through Trustee shall
issue and deliver the Registered Certificates in accordance with the
instructions of the Clearing Agency. Upon the issuance of Registered
Certificates pursuant to this Section 3.9(d), the Record Date with respect to
such Registered Certificates shall be the fifth Business Day preceding a
Regular Distribution Date or Special Distribution Date, as applicable. Neither
the Company, the Registrar, the Paying Agent nor the Pass Through Trustee shall
be liable for any delay in delivery of such instructions and may conclusively
rely on, and shall be protected in relying on, such registration instructions.
Upon the issuance of Registered Certificates, the Pass Through Trustee shall
recognize the Persons in whose name the Registered Certificates are registered
as the Certificateholders hereunder. Neither the Company nor the Pass Through
Trustee shall be liable if the Pass Through Trustee or the Company is unable
to locate a qualified successor Clearing Agency.

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

ARTICLE IV

DISTRIBUTIONS; STATEMENTS TO
CERTIFICATEHOLDERS

SECTION 4.1. Certificate Account and Special Payments Account.

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

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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.

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

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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,

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(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

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such other items shall be prepared on the basis of information supplied to the
Pass Through Trustee by the Clearing Agency Participants and shall be delivered
by the Pass Through Trustee to such Clearing Agency Participants to be
available for forwarding by such Clearing Agency Participants to Certificate
Owners.

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

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

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satisfactory to the Pass Through Trustee containing an assumption by such
successor corporation of the due and punctual performance and observance of
each covenant and condition of this Agreement to which the Company is a party.

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

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

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

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

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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 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

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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 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

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(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

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(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%

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of the Pass Through Trust, (b) any suit, action or proceeding instituted by any
Certificateholder for the enforcement of the distribution of payments pursuant
to Section 4.2 hereof on or after the respective due dates expressed herein or
(c) any suit, action or proceeding instituted by the Pass Through Trustee or as
to which the Pass Through Trustee is made a party.

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

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

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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.

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

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prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

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

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

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

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

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

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

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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 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

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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 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

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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,

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willful misconduct or bad faith, on its part, arising out of or in connection
with the acceptance or administration of this Pass Through Trust, including
any costs and expenses reasonably incurred in contesting the imposition of
any such tax. The Pass Through Trustee, in its individual capacity, shall
notify the Company promptly of any tax for which it may seek indemnity. The
Company shall defend against the imposition of such tax and the Pass Through
Trustee, in its individual capacity, shall cooperate in the defense. The
Pass Through Trustee, in its individual capacity, may have separate counsel
with the consent of the Company, and the Company will pay the reasonable fees
and expenses of such counsel. The Company need not pay for any taxes paid,
in settlement or otherwise, without its consent.

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

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

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

SECTION 7.9. Resignation and Removal; Appointment of Successor.

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

(b) The Pass Through Trustee may resign at any time by giving written
notice thereof to the Company, the Authorized Agents, the Owner 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

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charge or control of the Pass Through Trustee or of its property or affairs
for the purpose of rehabilitation, conservation or liquidation;

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

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

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

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

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

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

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

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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 _________________________,
[Trustee address]. 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.

(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

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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;

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

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

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

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

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

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

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

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

(iv) the execution, delivery and performance by the Pass Through Trustee
of this Pass Through Trust Agreement and the Participation 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

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

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

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

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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 199__, 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 by Section 313(a) of the Trust Indenture
Act. The Pass Through Trustee shall also comply with Section 313(b) of the
Trust Indenture Act.

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

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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.

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<PAGE> 59

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

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<PAGE> 60

changing in any manner or eliminating any of the provisions of this Pass
Through Trust Agreement or of modifying in any manner the rights and
obligations of the Certificateholders under this Pass Through Trust Agreement;
provided, however, that no such supplemental agreement shall, without the
consent of each Certificateholder of an Outstanding Certificate affected
thereby:

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

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

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<PAGE> 61

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

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

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

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

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<PAGE> 62

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.

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

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<PAGE> 63

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.

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

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<PAGE> 64

herein, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association.

SECTION 12.3. Notices.

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

if to the Company, to:

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

with a copy to:

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

if to the Pass Through Trustee, to:

_________________________
One First National Plaza
Suite 0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Administration
Facsimile: (312) 407-1708
Telephone: (312) 407-1682

(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.

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<PAGE> 65

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

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

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

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<PAGE> 66

Trust Agreement.

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

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

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

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

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

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

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<PAGE> 67

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 on the day and year first above written.

UNION TANK CAR COMPANY

Attest: By
___________________________________
______________________
Title:

____________________________________
Title:

_________________________,
as Pass Through Trustee

Attest: By
____________________________________
______________________
Title:

____________________________________
Title:

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<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 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 1996-A1 PASS THROUGH TRUST

Pass Through Certificate,
Series 1996-A1

Final Distribution Date: ______________

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

Certificate
No. ___ $ __________ Fractional Undivided Interest
representing 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 1996-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 1996-A1 dated May __, 1996 (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
1996-A1" (herein called the "Certificates"). This Certificate is issued under
and is subject to the terms, provisions, and
<PAGE> 69

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

Subject to and in accordance with the terms of the Pass
Through Trust Agreement, from funds then available to the Pass Through Trustee,
there will be distributed on ________________ and ________________ of each year
(each a "Regular Distribution Date"), commencing on ________________, 199__, 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

A-2
<PAGE> 70

otherwise provided in the Pass Through Trust Agreement and notwithstanding the
above, the final distribution on this Certificate will be made after notice
mailed by the Pass Through Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or
agency of the Pass Through Trustee specified in such notice.

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

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
1996-A1 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, 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

A-4
<PAGE> 72

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.

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

FORM OF DTC
LETTER OF REPRESENTATIONS
<PAGE> 75

SCHEDULE I

Equipment Notes
to be Issued under Principal
Indenture: Amount Maturity
------------------ ---------------- ---------------
<S> <C> <C>
On the Issuance Date $__________ ________________
--
Subsequent to the _______________ ________________
Issuance Date --

Total $__________

</TABLE>

<PAGE> 76

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

Trust Agreement

Dated as of May ____, 1996

Between

[___________________________]
Owner Participant

and

State Street Bank and Trust Company of Connecticut,
National Association
Owner Trustee

Covered Hooper and Tank Cars

UTC Trust 1996-A (L-14F)
<PAGE> 2
TABLE OF CONTENTS
-----------------

ARTICLE I
DEFINITIONS

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

ARTICLE II
AUTHORITY DECLARATION OF TRUST

Section 2.1. Authority to Execute and Perform Various Documents ......................................... 1
Section 2.2. Declaration of Trust ....................................................................... 2

ARTICLE III
DISTRIBUTIONS AND PAYMENTS

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

ARTICLE IV
CERTAIN DUTIES OF THE OWNER TRUSTEE

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

ARTICLE V
THE OWNER TRUSTEE

Section 5.1. Acceptance of Trust and Duties ............................................................. 7
Section 5.2. No Representations or Warranties as to Equipment of Documents .............................. 7
Section 5.3. No Segregation of Moneys; No Interest ...................................................... 8
Section 5.4. Reliance, Advice of Counsel ................................................................ 8
Section 5.5. Not Acting in Individual Capacity .......................................................... 9

</TABLE>

Page
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<S> <C> <C>
ARTICLE VI
INDEMNIFICATION

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

ARTICLE VII
TERMINATION TRUST AGREEMENT

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

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

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

ARTICLE IX
SUPPLEMENTS AND AMENDMENTS

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

ARTICLE X
MISCELLANEOUS

Section 10.1. No Legal Title to Trust Estate in the Owner Participant ........................................ 15
Section 10.2. Sale of Accepted Equipment by the Owner Trustee is Binding ..................................... 16
Section 10.3. Notices ........................................................................................ 16
Section 10.4. Severability ................................................................................... 16
Section 10.5. Separate Counterparts .......................................................................... 16
Section 10.6. Waivers, etc. .................................................................................. 16
Section 10.7. Successors and Assigns ......................................................................... 16
Section 10.8. Transfer of Owner Participant's Interest ....................................................... 16
Section 10.9. Actions of the Owner Participants .............................................................. 17
Section 10.10. Headings; Table of Contents .................................................................... 17
Section 10.11. Governing Law .................................................................................. 17
Section 10.12. Benefit ........................................................................................ 17
Section 10.13. Performance by the Owner Participant ........................................................... 17
Section 10.14. Conflict with Operative Agreements ............................................................. 17
Section 10.15. Limitation on Owner Participant's Liability .................................................... 17
Section 10.16. Identification of Trust ........................................................................ 18

</TABLE>

<PAGE> 4
TRUST AGREEMENT

This Trust Agreement is entered into as of May ___, 1996 between
[____________________], a _______________ (the "Owner Participant), and State
Street Bank and Trust Company of Connecticut, National Association, a national
banking association (in its individual capacity, "Trust Company," and otherwise
not in its individual capacity but solely as trustee hereunder, the "Owner
Trustee"). In consideration of the mutual agreements herein contained, the
agreements contained in the other Operative Agreements and the acceptance by
Trust Company of the trusts hereby created, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

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

"Accepted Equipment" means all of the Accepted Units.

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

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

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

ARTICLE II
AUTHORITY DECLARATION OF TRUST

Section 2.1. Authority to Execute and Perform Various Documents. The
Owner Participant hereby authorizes and directs the Owner Trustee to, and the
Owner Trustee agrees for the benefit of the Owner Participant that it will,
(i) execute and deliver the Participation Agreement, (ii) on each Closing Date,
upon receipt of the confirmation by the Owner Participant pursuant to Section
2.4 of the Participation Agreement, execute and deliver the Operative Agreements
contemplated by the
<PAGE> 5
of the Trust Estate and for the application or distribution of which no
provision is made herein shall be distributed forthwith upon receipt by the
Owner Trustee in the following order of priority: first, so much of such
payment as shall be required to reimburse the Owner Trustee for any expenses
not otherwise reimbursed as to which the Owner Trustee is entitled to be so
reimbursed pursuant to the provisions hereof shall be retained by the Owner
Trustee; second, so much of the remainder for which provision as to the
application thereof is contained in the Lease, any of the other Operative
Agreements or any of the other Owner Trustee Agreements shall be applied and
distributed in accordance with the terms of the Lease, such other Operative
Agreement or such other Owner Trustee Agreement, as the case may be; and
third, the balance, if any, shall be paid to the Owner Participant.

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

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

Section 3.5. Method of Payment.

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

(b) Notwithstanding the foregoing, the Owner Trustee will pay, if
so requested by the Owner Participant in writing, any or all amounts in
immediately available funds payable by the Owner Trustee hereunder to the Owner
Participant either (i) by crediting such amount or amounts to an account or
accounts maintained by the Owner Participant with Trust Company, (ii) by
payment to such account at such financial institution as the Owner Participant
may from time to time direct in writing or (iii) by mailing an official bank
check or checks in such amount or amounts payable to the Owner Participant at
such address as the Owner Participant may from time to time designate in
writing.
<PAGE> 6
Participation Agreement to be executed and delivered by the Owner Trustee on
such Closing Date, in the respective forms thereof in which delivered by the
Owner Participant to the Owner Trustee for execution and delivery, and to take
the other actions contemplated to be taken by the Owner Trustee on such Closing
Date in Section 2 of the Participation Agreement, (iii) execute and deliver any
other agreement, instrument or certificate contemplated by the Operative
Agreements as the Owner Participant from time to time may direct in writing,
(iv) subject to the terms of this Trust Agreement, exercise the rights (upon
written instructions received from the Owner Participant) and perform the
duties of the Owner Trustee under each of the documents, agreements,
instruments and certificates referred to in clauses (i) through (iii) of this
Section 2.1 as set forth in such documents, agreements, instruments and
certificates, and (v) subject to the terms of this Trust Agreement, take such
other action in connection with the foregoing as the Owner Participant may from
time to time direct in writing.

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

ARTICLE III
DISTRIBUTIONS AND PAYMENTS

Section 3.1. Payments to the Indenture Trustee. Until the Lien of the
Indenture shall have been discharged pursuant to the terms thereof, all Basic
Rent, Supplemental Rent, insurance proceeds and requisition or other payments
of any kind (other than payments constituting Excepted Property and other than
payments received from the Indenture Trustee) for or with respect to any
Accepted Unit payable to the Owner Trustee shall be payable directly to the
Indenture Trustee for distribution in accordance with the provisions of the
Indenture, and if any such amount or payment is received by the Owner Trustee,
such amount or payment upon receipt thereof shall be paid over to the Indenture
Trustee without deduction, set-off or adjustment of any kind for distribution
in accordance with the provisions of the Indenture.

Section 3.2. Payments to the Owner Trustee; Other Parties. Any
payment of the type referred to in Section 3.1 (other than payments
constituting Excepted Property) received by the Owner Trustee after the
Indenture shall have been discharged pursuant to the terms thereof, any payment
received from the Indenture Trustee other than as specified in Section 8.4 and
any other amount received as part
<PAGE> 7
ARTICLE IV
CERTAIN DUTIES OF THE OWNER TRUSTEE

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

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

Section 4.3. Indemnification. The Owner Trustee shall not be required
to take or refrain from taking any action under Section 4.1 or 4.2 (other than
the actions specified in the first sentence of Section 3.1 and 4.1 and the last
sentence of Section 4.4) unless the Owner Trustee shall have been indemnified,
in manner and form reasonably satisfactory to the Owner Trustee, against any
liability, fee, cost or expense (including, without limitation, reasonable
attorneys' fees) which may be incurred or charged in connection therewith,
other than any such liability, fee, cost or expense which results from the
willful misconduct or gross negligence of the Owner Trustee. The Owner Trustee
shall not be required to take any action under any Operative Agreement or any
Owner Trustee Agreement (other than the actions specified in the
<PAGE> 8
first sentence of Section 4.1) if the Owner Trustee reasonably shall determine,
or shall have been advised by counsel, that such action is likely to result in
unindemnified personal liability to the Owner Trustee or is contrary to the
terms hereof or of any documents contemplated hereby to which the Owner Trustee
is a party, or otherwise contrary to law, and the Owner Trustee in such case
shall deliver promptly to the Owner Participant written notice of the basis of
its refusal to act.

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

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

Section 4.6. Tax Returns; Records. The Owner Trustee shall be
responsible for the keeping of all appropriate books and records relating to
the receipt and disbursement of all money which it may receive or be entitled
to hereunder or under any agreement contemplated hereby. The Owner Trustee
agrees at the expense of the Lessee to file an application with the Internal
Revenue Service for a taxpayer identification number with respect to the trust
created by this Trust Agreement. The Owner Participant shall be responsible
for causing to be prepared all income tax returns required to be filed by the
Owner Participant. The Owner Trustee shall be responsible for causing to be
prepared, at the request of the Owner Participant and the expense of the
Lessee, all income tax returns required to be filed with respect to the trusts
created hereby and shall execute and file such returns. The Owner Trustee and
the Owner Participant, upon request, will furnish each other with all such
information
<PAGE> 9
as may be reasonably required in connection with the preparation of such tax
returns; provided that the Owner Trustee shall send a completed copy of such
return to the Owner Participant not more than 60 nor less than 30 days prior to
the due date of the return (provided that the Owner Trustee shall have timely
received all necessary information to complete and deliver to the Owner
Participant such return). The Owner Trustee shall keep copies of all returns
delivered to or filed by it.

Section 4.7. Absence of Certain Duties. Except in accordance with
written instructions furnished pursuant to Section 4.1 and 4.2, and except as
expressly provided in any Owner Trustee Agreement, and without limiting the
generality of Section 4.4, the Owner Trustee shall not have any duty to (i)
file, record or deposit any Operative Agreement or Owner Trustee Agreement,
including without limitation this Trust Agreement, or any other document, or to
maintain any such filing, recording or deposit, or to refile, re-record or
redeposit any such document, except that the Owner Trustee shall, upon written
request by the Lessee or the Owner Participant, sign and file such documents as
Lessee or the Owner Participant prepares as necessary to maintain the filing
and recordation for the Lease, any Lease Supplement, the Indenture and any
Indenture Supplement in the name of the Owner Trustee with the ICC pursuant to
49 U.S.C. Section 11303 of the Interstate Commerce Act or Registrar General of
Canada pursuant to Section 90 of the Railway Act of Canada, or as otherwise
required under applicable law, and to the extent that such documents for that
purpose are supplied by the Lessee pursuant to any of the Operative Agreements,
timely submit any and all such documents and reports with respect to the
Accepted Units which may from time to time be required by the ICC, the AAR, or
any other authority having jurisdiction, (ii) obtain insurance with respect to
any Accepted Unit or to effect or maintain any such insurance, other than to
receive and forward to the Owner Participant any notices, policies,
certificates or binders furnished to the Owner Trustee by the Lessee or its
insurance brokers, (iii) maintain or mark any Accepted Unit, (iv) pay or
discharge any tax, assessment or other governmental charge, or any Lien or
encumbrance of any kind, owing with respect to or assessed or levied against any
part of the Trust Estate, except as provided in Sections 4.4 or 5.1, and
Section 6.3 of the Participation Agreement, (v) confirm, verify, investigate or
inquire into the failure to receive any reports or financial statements of the
Lessee, (vi) inspect the Accepted Equipment at any time, or ascertain or
inquire as to the performance or observance of any of the covenants of the
Lessee or any other Person under any Operative Agreement or Owner Trustee
Agreement with respect to any Accepted Unit or any other part of the Trust
Estate or (vii) manage, control, use, sell, dispose of or otherwise deal with
any Accepted Unit or any other part of the Trust Estate, or any part thereof,
except as provided in clauses (i), (ii) and (iii) of Section 4.5.

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

<PAGE> 10
ARTICLE V
THE OWNER TRUSTEE

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

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

(a) NEITHER TRUST COMPANY NOR THE OWNER TRUSTEE MAKES ANY
REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE DESIGN,
OPERATION OR CONDITION OF ANY UNIT OR ANY PART THEREOF, THE MERCHANTABILITY
THEREOF OR THE FITNESS THEREOF FOR ANY PARTICULAR PURPOSE, TITLE TO ANY UNIT OR
ANY PART THEREOF, THE QUALITY OF THE MATERIALS OR WORKMANSHIP THEREOF OR
CONFORMITY THEREOF TO SPECIFICATIONS, OR THE PRESENCE OR ABSENCE OF ANY LATENT
OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, except that Trust Company
hereby represents and warrants that (i) on the Closing Date for such Accepted
Unit, the Owner Trustee shall have received whatever title thereto was conveyed
to it by the Lessee and (ii) while a part of the Trust Estate, such Accepted
Unit shall be free and clear of Lessor's Liens attributable to it.

(b) Neither Trust Company nor the Owner Trustee makes any
representation or warranty as to the validity or enforceability of any
Operative Agreement, or as to the correctness of any statement therein, except
to the extent that any such representation, warranty or statement is expressly
made therein or in any written certificate delivered pursuant thereto by the
Owner Trustee or Trust Company and except that Trust Company hereby represents
and warrants that this Trust
<PAGE> 11
Agreement has been duly executed and delivered by Trust Company and each of the
Owner Trustee Agreements has been or will be executed and delivered by officers
of the Owner Trustee who are or will be duly authorized to execute and deliver
documents on its behalf, and that each of this Agreement and each of the other
Owner Trustee Agreements constitutes (assuming the due authorization,
execution, and delivery of this Agreement and each such other agreement by the
other parties thereto) the legal, valid and binding obligation of the Trust
Company (or the Owner Trustee if expressly stated therein) enforceable against
it in accordance with its terms except as limited by bankruptcy, insolvency,
reorganization or other similar laws or equitable principles of general
application to or affecting the enforcement of creditors rights generally from
time to time in effect.

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

Section 5.4. Reliance, Advice of Counsel. The Owner Trustee shall not
incur any liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or
other document or paper reasonably believed by it in good faith to be genuine
and reasonably believed by it in good faith to be signed by the proper party or
parties. Any request, direction, order or demand of the Owner Participant or
the Lessee mentioned herein or in any other Operative Agreement to which the
Owner Trustee is a party shall be sufficiently evidenced by an Officer's
Certificate of the Owner Participant or the Lessee, as the case may be. The
Owner Trustee may accept in good faith a certified copy of a resolution of the
Board of Directors or other governing body of any corporate party as conclusive
evidence that such resolution has been duly adopted by such body and that the
same is in full force and effect. As to any fact or matter the manner of
ascertainment of which is not specifically prescribed herein, the Owner Trustee
may for all purposes hereof rely on an Officer's Certificate of the relevant
party as to such fact or matter, and such Officer's Certificate shall constitute
full protection to the Owner Trustee for any action taken or omitted to be
taken by it in good faith in reliance thereon. In the administration of the
trusts hereunder, the Owner Trustee may execute any of the trusts or powers
hereof and perform its powers and duties hereunder directly or through agents
or attorneys, and may consult with counsel, accountants and other skilled
persons to be selected and employed by it (other than persons regularly
employed by it), and the Owner Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the written advice
or opinion within the scope of the competence of any such counsel, accountants
or other skilled persons and not contrary to this Trust Agreement, except for
the use of due care in the appointment of counsel, accountants or other skilled
persons.

Section 5.5. Not Acting in Individual Capacity. Trust Company is
entering into this Agreement and accepting the trust created hereby in its
individual
<PAGE> 12
capacity. Otherwise, except as provided in this Trust Agreement and in the
other Operative Agreements, Trust Company agrees to act solely as trustee
hereunder and not in its individual capacity and all Persons having any claim
against the Owner Trustee by reason of the transactions contemplated by the
Operative Agreements or the Owner Trustee Agreements shall look only to the
Trust Estate (or a part thereof, as the case may be) for payment or
satisfaction thereof, except as specifically provided in this Trust Agreement
and except to the extent the Owner Trustee otherwise shall agree in any Owner
Trustee Agreement.

ARTICLE VI
INDEMNIFICATION

Section 6.1. Indemnification of Trust Company. The Owner Participant
agrees to assume liability for, and to indemnify and hold harmless Trust
Company against and from any and all liabilities, obligations, losses, damages,
taxes (excluding any taxes, fees or other charges payable by Trust Company or
measured by any compensation received by Trust Company for its services
hereunder), penalties, claims, actions, suits, proceedings, costs, expenses and
disbursements of any kind and nature whatsoever, including, without limitation,
the reasonable fees and expenses of counsel (collectively, "Trust Expenses")
which may be imposed on, incurred by or asserted against Trust Company (whether
or not also indemnified by any other Person; provided, however, that to the
extent Trust Company shall have actually received any payment in the nature of
an indemnity payment from any such other Person relating to a claim hereunder,
Trust Company shall not be entitled to the amount of any such payment pursuant
to this Section 6.1) in any way relating to or arising out of (i) the
administration of the Trust Estate or the action or inaction of Trust Company
hereunder or under the other Operative Agreements, (ii) any Accepted Equipment
or any part thereof, (iii) the Operative Agreements or any of them, or the
enforcement by Trust Company of any of its rights under the Operative
Agreements, or (iv) the design, manufacture, financing, refinancing,
installation, acceptance, rejection, ownership, delivery, nondelivery, lease,
sublease, possession, control, use, operation, condition, modification,
servicing, maintenance, repair, improvement, replacement, sale, return or
other disposition of the Accepted Equipment, any Accepted Unit or any part
thereof including, without limitation, (A) any inadequacy or deficiency or
defect therein, including latent defects, whether or not discoverable or any
claim based on negligence or arising from any violation of law or for strict
liability in tort or any claim for patent, trademark or copyright tort or any
claim for patent, trademark or copyright infringement, and (B) any loss or
damage to property or the environment or injury or death to any Person;
provided that, the Owner Participant shall not be required to indemnify Trust
Company for Trust Expenses arising or resulting from any of the matters
described in clauses (i) through (v) of the last sentence of Section 5.1; and;
provided further that the Owner Participant shall be liable under this Section
6.1 only to the extent that the Trust Company is indemnified by the Lessee
pursuant to Section 7 of the Participation Agreement (with the exception of
the limitations to Lessee's indemnification obligations set forth in Sections
7.2(d)(i), 7.2(d)(iv) to the
<PAGE> 13
extent relating to any such transfer by the Owner Participant or transfer by
the Owner Trustee at the direction of the Owner Participant and 7.2(d)(vi)
(when the Owner Trustee is acting on instructions from the Owner Participant)
of the Participation Agreement); and provided further, that before asserting
its right to indemnification pursuant to this Section 6.1, the Trust Company
shall first demand its corresponding right to indemnification, if any, pursuant
to Section 7 of the Participation Agreement (but need not exhaust any or all
remedies available thereunder), and the Owner Participant shall have the right
to pursue any such remedies against the Lessee which are not pursued by the
Trust Company. The indemnities contained in this Section 6.1 shall survive the
termination of this Trust Agreement. To secure the foregoing indemnities, the
Trust Company shall be entitled to apply any amount otherwise distributable to
the Owner Participant pursuant to Section 3.2 against any such indemnity which
has not been paid when due. The indemnities contained in this Section 6.1
extend to Trust Company only and shall not be construed as indemnities of the
Trust Estate. The payor of any indemnity under this Section 6.1 shall be
subrogated to any right of the Person indemnified in respect of the matter as
to which such indemnity was paid.

Section 6.2. Expenses. The Owner Participant shall pay, or reimburse
the Owner Trustee for, all reasonable expenses of the Owner Trustee, including,
without limitation, the reasonable expenses and disbursements of such agents,
representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and duties under the
Operative Agreements, unless and to the extent that the Owner Trustee otherwise
receives payment or reimbursement pursuant to any Operative Agreement, whether
or not the transactions contemplated hereby are consummated; provided that the
Owner Participant shall have no obligation hereunder to the extent Lessee is not
obligated to pay such amounts pursuant to Section 2.5 of the Participation
Agreement. The Owner Trustee agrees to look first to the Lessee for such
payment pursuant to Section 2.5 of the Participation Agreement. Except as
provided herein, the Owner Trustee and Trust Company shall have no right to
compensation with respect to the transactions contemplated by the Operative
Agreements.
<PAGE> 14
ARTICLE VII
TERMINATION TRUST AGREEMENT

Section 7.1 Termination of Trust Agreement.

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

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

Section 7.2. Termination at Option of the Owner Participant. The
provisions of Section 7.1 notwithstanding, this Trust Agreement and the trusts
created hereby shall terminate and the Trust Estate shall be distributed to the
Owner Participant, and this Trust Agreement shall be of no further force and
effect, upon the election of the Owner Participant by notice to the Owner
Trustee to revoke the trusts created hereby; provided that, in addition to the
giving of such notice, the Owner Participant, with the cooperation of the Owner
Trustee, shall execute and deliver such written agreements and instruments and
take such actions as shall be necessary in order to cause the succession of the
Owner Participant to all the rights, title, interests, duties and liabilities of
the Owner Trustee under the Operative Agreements (other than obligations
attributable to any gross negligence or willful misconduct of Trust Company or
any breach by the Owner Trustee of its obligations under the Operative
Agreements); provided, however, that until the Lien of the Indenture on the
Trust Estate shall have been discharged pursuant to the terms thereof the Owner
Participant may not revoke such trusts without the consent of the Indenture
Trustee. The written
<PAGE> 15

agreements and instruments referred to in the preceding sentence shall be
reasonably satisfactory in form and substance to the Owner Trustee and shall
release the Owner Trustee from all further obligations of the Owner Trustee
hereunder and under the agreements and other instruments mentioned in the
preceding sentence.

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

Section 8.1. Resignation of the Owner Trustee; Appointment of Successor.

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

(b) Any successor Owner Trustee, however appointed, shall execute and
deliver to the predecessor Owner Trustee an instrument accepting such
appointment and shall give the Owner Participant, the Indenture Trustee and
Leasee written notice of such acceptance. Upon the execution and delivery of
such instrument, such successor Owner Trustee, without further act, shall
become vested with all the estates, properties, rights, powers, duties and
trusts of the predecessor Owner Trustee in the trusts hereunder with like
effect as if originally named a trustee herein; provided, however, that upon
the written request of such successor Owner Trustee, such predecessor Owner
Trustee shall execute and deliver an instrument transferring to such successor
Owner Trustee, upon the trusts herein expressed, all the estates, properties,
rights, powers, duties and trusts of such predecessor trustee as the Owner
Trustee hereunder, and such predecessor trustee shall duly assign, transfer,
deliver and pay over to such successor Owner Trustee all moneys or other
property then held by such predecessor trustee as the Owner Trustee upon the
trusts herein expressed. Upon the appointment
<PAGE> 16
of any successor Owner Trustee hereunder, the predecessor Owner Trustee,
pursuant to written instructions of the Owner Participant, will execute all
documents and take all reasonable action within its control in order to cause
title to the Trust Estate to be transferred to the successor Owner Trustee.

(c) Any successor Owner Trustee, however appointed, shall be a bank or
trust company incorporated and doing business within the United States of
America and having a combined capital and surplus of at least $100,000,000, if
there be such an institution willing, able and legally qualified to perform the
duties of the Owner Trustee hereunder upon reasonable or customary terms.

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

Section 8.2 Additional and Separate Trustees.

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

(b) In the event that either the Owner Participant or the Owner
Trustee shall determine to appoint another Person as additional or separate
trustee, the Owner Trustee and the Owner Participant shall execute and deliver
an agreement supplemental hereto, and all other instruments and agreements
necessary or proper to constitute another bank or trust company, or one or more
Persons approved by the Owner Trustee and the Owner Participant, either to act
as an additional trustee or trustees of all or any part of the Trust Estate,
jointly with the Owner Trustee, or to act as separate trustee or trustees of
all or any part of the Trust Estate, in any such case with such powers of the
Owner Trustee as may be provided in such agreement supplemental hereto, and to
vest in such bank, trust company or Person as such
<PAGE> 17
additional trustee or separate trustee, as the case may be, any property, title,
right or power of the Owner Trustee deemed necessary or proper by the Owner
Trustee or the Owner Participant, Subject to the remaining provisions of this
Section 8.2. The Owner Trustee may execute, deliver and perform any deed,
conveyance, assignment or other instrument in writing as may be required by an
additional trustee or separate trustee for more fully and certainly vesting in
and confirming to such person any property, title, right or power which, by the
terms of such agreement supplemental hereto, are expressed to be conveyed or
conferred to or upon such additional trustee or separate trustee, and the Owner
Participant shall, upon the Owner Trustee's request, join therein and execute,
acknowledge and deliver the same.

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

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

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

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

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

(d) If at any time the Owner Trustee and the Owner Participant shall deem
it no longer necessary or prudent in order to conform to any applicable law or
shall be advised by its counsel that it is no longer necessary or prudent in the
interest of the Owner Trustee and the Owner Participant to maintain the
appointment of such additional or separate trustee as provided herein, the Owner
Trustee and the Owner Participant shall execute and deliver any agreement
supplemental hereto and all other instruments and agreements necessary or proper
to remove any such additional or
<PAGE> 18
separate trustee. The Owner Participant, at any time, by an instrument in
writing may remove any separate trustee or additional trustee.

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

ARTICLE IX
SUPPLEMENTS AND AMENDMENTS

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

ARTICLE X
MISCELLANEOUS

Section 10.1. No Legal Title to Trust Estate in the Owner Participant.
The Owner Participant shall not have legal title to any part of the Trust
Estate. No transfer, by operation of law or otherwise, of any right, title and
interest of the Owner Participant in and to the Trust Estate or hereunder, or
insolvency, dissolution or other termination of the Owner Participant, shall
operate to terminate this Trust Agreement or the trusts created hereby or
entitle any successor or transferee to an accounting or to the transfer to it
of legal title to any part of the Trust Estate.
<PAGE> 19
Section 10.2. Sale of Accepted Equipment by the Owner Trustee is
Binding. Any sale, transfer or other conveyance of any Accepted Unit or part
thereof by the Owner Trustee made pursuant to the terms of this Trust Agreement
or the Lease shall bind the Owner Participant and shall be effective to
transfer or convey all right, title and interest of the Owner Trustee and the
Owner Participant in and to such Accepted Unit or part thereof, as the case may
be. No purchaser or other grantee shall be required to inquire as to the
authorization, necessity, expediency or regularity of such sale or conveyance
or as to the application of any sale or other proceeds with respect thereto by
the Owner Trustee.

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

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

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

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

Section 10.7. Successors and Assigns. This Trust Agreement, including
the terms and provisions hereof, shall be binding upon the Owner Participant
and Trust Company or the Owner Trustee, whichever is applicable pursuant to the
terms hereof, and their respective successors and assigns, and inure to the
benefit of the Owner Participant and Trust Company or the Owner Trustee,
whichever is applicable pursuant to the terms hereof, and their respective
successors and permitted assigns, all as herein provided. Any request, notice,
direction, consent, waiver or other instrument or action by the Owner
Participant shall bind the successors and assigns of the Owner Participant.

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

<PAGE> 20
title or interest in and to the Trust Estate or this Trust Agreement or any
other Operative Agreement.

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

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

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

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

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

Section 10.14. Conflict with Operative Agreements. If this Trust
Agreement (or any instructions given by the Owner Participant pursuant hereto)
shall require that any action be taken with respect to any matter or any other
Operative Agreement (or any instruction duly given in accordance with the terms
thereof) shall require that a different action be taken with respect to such
matter, and such actions shall be mutually exclusive, the provisions of such
other Operative Agreement, in respect thereof, shall control.

Section 10.15. Limitation on Owner Participant's Liability. The Owner
Participant shall not have any liability for the performance of this Trust
Agreement, except as expressly set forth herein.
<PAGE> 21
Section 10.16. Identification of Trust. The trust created hereunder
may be referred to for convenience as UTC Trust No. 1996-A (L-14F).
<PAGE> 22
In Witness Whereof, the parties hereto have each caused this Trust
Agreement to be duly executed and delivered as of the day and year first above
written.

STATE STREET BANK AND TRUST
COMPANY OF CONNECTICUT,
NATIONAL ASSOCIATION

By:____________________________
Name:
Title:

[___________________________]

By:____________________________
Name:
Title:

<PAGE> 1
EXHIBIT 5(a)

May 2, 1996

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

Re: Union Tank Car Company Pass Through Certificates,
Series 1996-A

Ladies and Gentlemen:

We have acted as counsel to Union Tank Car Company, a Delaware
corporation (the "Company"), and Procor Limited, a Canadian corporation
("Procor"), in connection with the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), of a Registration Statement on Form S-3 (Registration No. 333-1899), as
amended by Amendment No. 1 thereto (the "Registration Statement"). The
Registration Statement relates to the Pass Through Certificates, Series 1996-A
(the "Pass Through Certificates") which will be issued under two separate Pass
Through Trust Agreements (the "Agreements"), one by and between the Company and
The First National Bank of Chicago, a national banking association, as pass
through trustee (the "Pass Through Trustee"), and the other by and among the
Company, Procor and the Pass Through Trustee.

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

Based upon and subject to the foregoing, it is our opinion that the
execution and delivery by the Company of the Agreements and by Procor of the
Agreement to which it is a party has been duly
<PAGE> 2
Union Tank Car Company
Page 2
May 2, 1996

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

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

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

Very truly yours,

NEAL, GERBER & EISENBERG

<PAGE> 1
EXHIBIT 5(b)

[FIRST CHICAGO LETTERHEAD]

May 2, 1996

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

Re: Union Tank Car Company Pass Through Certificates
Series 1996-A1 and Series 1996-A2 (the "Pass Through
Certificates")

Ladies and Gentlemen:

We are counsel to the Corporate Trust Services Division of The First
National Bank of Chicago ("First Chicago") and have represented it in
connection with (i) Pass Through Trust Agreement 1996-A1 to be dated as of May
1, 1996, between Union Tank Car Company ("Union") and The First National Bank
of Chicago, as Pass Through Trustee, and Pass Through Trust Agreement 1996-A2
to be dated as of May 1, 1996 between Union, Procor Limited ("Procor") and The
First National Bank of Chicago, as Pass Through Trustee (together, the "Pass
Through Trust Agreements") and (ii) the Pass Through Certificates to be issued
under the Pass Through Trust Agreements from time to time.

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

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

As such counsel, we are familiar with the Articles of Association and
the By-Laws of First Chicago, with certificates of authority to exercise
corporate trust powers issued to First Chicago by the Federal Reserve Board of
the United States (as predecessor in jurisdiction to the Comptroller of the
Currency of the United States), with certain Resolutions pertaining to the
operation of the Corporate Trust Services Division of First Chicago, and with
procedures of the Corporate Trust
<PAGE> 2
Services Division of First Chicago with respect to the authorization, execution
and delivery of the above-described documents.

Basing our conclusions on such examination and familiarity, we are of
the opinion:

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

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

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

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

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

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

Very truly yours,

The Law Department

The Law Department
The First National Bank of Chicago

<PAGE> 1
EXHIBIT 8(a)

May 2, 1996

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

Re: Union Tank Car Company Pass Through Certificates Series 1996-A

Ladies and Gentlemen:

We have acted as counsel to Union Tank Car Company, a Delaware
corporation, and Procor Limited, a Canadian corporation ("Procor"), in
connection with the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, of a Registration
Statement on Form S-3 (Registration No. 333-1899), as amended by Amendment No. 1
thereto (the "Registration Statement"). The Registration Statement relates to
the Pass Through Certificates, Series 1996-A which will be issued under two
separate Pass Through Trust Agreements, one by and between the Company and The
First National Bank of Chicago, a national banking association, as pass through
trustee, and the other by and among the Company, Procor and The First National
Bank of Chicago.

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

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

Very truly yours,

NEAL, GERBER & EISENBERG

<PAGE> 1
EXHIBIT 8(b)

[OSLER, HOSKIN & HARCOURT LETTERHEAD]

May 2, 1996

Union Tank Car Company
225 West Washington Street
Chicago, Illinois
U.S.A. 60606

Procor Limited
2001 Speers Road
Oakville, Ontario
Canada, L6J 5E1

Dear Sirs:

Re: Union Tank Car Company
1996-A Pass Through Trusts
Pass Through Certificates, Series 1996-A

We have acted as Canadian counsel to Procor Limited, a Canadian corporation
("Procor"), and as special Canadian counsel to Union Tank Car Company, a
Delaware corporation (the "Company"), in connection with the preparation and
filing with the United States Securities and Exchange Commission (the
"Commission") under The Securities Act of 1933, as amended, of a Registration
Statement on Form S-3 (Registration No. 333-1899), as amended (the
"Registration Statement"). The Registration Statement relates to Pass Through
Certificates, Series 1996-A to be issued under:

(i) the Pass Through Trust Agreement 1996-A1 between the Company
and The First National Bank of Chicago, a national banking
association, as trustee ("First Chicago"); and

(ii) the Pass Through Trust Agreement 1996-A2 among the Company,
Procor and First Chicago, as trustee.

We are of the opinion that the principal Canadian federal income tax
consequences to holders of the Certificates issued by Pass Through Trust 1996-A2
of the purchase, ownership and disposition of such certificates are as set
forth in the discussion in the prospectus constituting a part of the
Registration Statement under the caption "Certain Canadian Tax Consequences",
and we hereby confirm that the discussion therein, including the statements of
law and legal conclusions, constitutes our opinion.

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

Yours very truly,

Osler, Hoskin & Harcourt

<PAGE> 1
EXHIBIT 12

Union Tank Car Company and Subsidiaries
Computation of Ratio of Earnings to Fixed Charges
(Dollars in Thousands)

Quarter
31-Mar-96
----------

<S> <C>
Income Available for Fixed Charges:

Income from Continuing Operations $22,643

Provision for Federal Income Taxes
and Foreign Taxes 12,505

Provision for State Income Taxes 785

Fixed Charges 22,031
-------

Income Available for Fixed Charges $57,964
=======

Fixed Charges:

Interest Expense (including amortization
of debt discount) as shown on the
consolidated statement of income $18,600

Add Interest Portion of Rent Expense 3,431

-------
Total Fixed Charges $22,031
=======

Number of Times Fixed Charges
Were Earned 2.63
=======

</TABLE>

<PAGE> 1
EXHIBIT 23(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the captions "Selected Financial
Information" and "Experts" in Amendment No. 1 to the Registration Statement
(Form S-3 No. 333-1899) and related Prospectus of Union Tank Car Company for
the registration of Pass Through Certificates Series 1996-A, and to the
incorporation by reference therein of our report dated March 7, 1996, with
respect to the consolidated financial statements of Union Tank Car Company
included in its Annual Report (Form 10-K), as amended, for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.

Ernst & Young LLP
ERNST & YOUNG LLP

Chicago, Illinois
May 1, 1996

<PAGE> 1
EXHIBIT 26

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

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

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

_________________________

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

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

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

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

_________________________

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

Delaware Canada
(State or other jurisdiction of incorporation or organization)

<TABLE>
<S> <C>
36-3104688 None
(I.R.S. employer identification number) (I.R.S. employer identification number)

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

</TABLE>

Pass Through Certificates, Series 1996-A
(Title of Indenture Securities)
<PAGE> 2
Item 1. General Information. Furnish the following
information as to the trustee:

(a) Name and address of each examining or
supervising authority to which it is subject.

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

(b) Whether it is authorized to exercise
corporate trust powers.

The trustee is authorized to exercise corporate
trust powers.

Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.

No such affiliation exists with the trustee.

Item 16. List of exhibits. List below all exhibits filed as a
part of this Statement of Eligibility.

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

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

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

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

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

<PAGE> 3
7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the United
States of America, has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized,
all in the City of Chicago and State of Illinois, on the 30th day of
April, 1996.

The First National Bank of Chicago,
Trustee,

By /s/ John R. Prendiville
John R. Prendiville
Vice President

* Exhibit 1,2,3, and 4 are herein incorporated by reference to Exhibits bearing
identical numbers in Item 12 of the Form T-1 of The First National Bank of
Chicago, filed as Exhibit 26 to the Registration Statement on Form S-3 of The
CIT Group Holdings, Inc., filed with the Securities and Exchange Commission on
February 16, 1993 (Registration No. 33-58418).

3
<PAGE> 4
EXHIBIT 6

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

April 30, 1996

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

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

Very truly yours,

The First National Bank of Chicago

By: /s/ John R. Prendiville
John R. Prendiville
Vice President

4
<PAGE> 5
EXHIBIT 7

<TABLE>
<S><C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-1
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No: 0/3/6/1/8

</TABLE>

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR DECEMBER 31, 1995

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

SCHEDULE RC-BALANCE SHEET

C400 <-
DOLLAR AMOUNTS IN ------------ -----
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from
Schedule RC-A):
a. Noninterest-bearing balances and currency and
coin(1) .................................................. 0081 4,003,995 1.a.
b. Interest-bearing balance(2) .......................... 0071 9,240,284 1.b.
2. Securities
a. Held-to-maturity securities (from Schedule RC-B,
column A) ................................................ 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B,
column D) ................................................ 1773 827,134 2.b.
3. Federal funds sold and securities purchased under
agreements to resell in domestic offices of the bank and
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal Funds sold ................................... 0276 3,287,844 3.a.
b. Securities purchased under agreements to resell ...... 0277 612,400 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from
Schedule RC-C) ........................................... RCFD 2122 16,463,126 4.a.
b. LESS: Allowance for loan and lease losses ............ RCFD 3123 353,777 4.b.
c. LESS: Allocated transfer risk reserve ................ RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance,
and reserve (item 4.a minus 4.b and 4.c) ............. 2125 16,109,349 4.d.
5. Assets held is trading accounts .......................... 3545 12,379,396 5.
6. Premises and fixed assets (including capitalized
losses) .................................................. 2,145 591,753 6.
7. Other real estate owned (from Schedule RC-M) ............. 2,150 8,796 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) ........................... 2130 40,560 8.
9. Customers' liability to this bank on acceptances
outstanding .............................................. 2155 524,918 9.
10. Intangible assets (from Schedule RC-M) ................... 2143 101,011 10.
11. Other assets (from Schedule RC-F) ........................ 2160 1,633,056 11.
12. Total assets (sum of items 1 through 11) ................. 2170 49,360,496 12.

</TABLE>

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

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

<PAGE> 6

<TABLE>
<S><C>
Legal Title of Bank: The First National Bank of Chicago Call Date: 12/31/95 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460 Page RC-2
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8
</TABLE>

SCHEDULE RC-CONTINUED

DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------

<S> <C> <C> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) ............................... RCON 2200 15,174,243 13.a.
(1) Noninterest-bearing(1)................................. RCON 6631 6,217,164 13.a.(1)
(2) Interest-bearing....................................... RCON 6636 8,957,079 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II)......................... RCFN 2200 14,435,503 13.b.
(1) Noninterest bearing.................................... RCFN 6631 625,206 13.b.(1)
(2) Interest-bearing....................................... RCFN 6636 13,810,297 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased.................................... RCFD 0278 2,449,282 14.a.
b. Securities sold under agreements to repurchase............. RCFD 0279 880,215 14.b.
15. a. Demand notes issued to the U.S. Treasury................... RCON 2840 93,942 15.a.
b. Trading Liabilities........................................ RCFD 3548 7,523,265 15.b.
16. Other borrowed money:
a. With original maturity of one year or less................. RCFD 2332 1,897,370 16.a.
b. With original maturity of more than one year............... RCFD 2333 383,807 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases ....................................................... RCFD 2910 280,522 17.
18. Bank's liability on acceptance executed and outstanding....... RCFD 2920 524,918 18.
19. Subordinated notes and debentures............................. RCFD 3200 1,225,000 19.
20. Other liabilities (from Schedule RC-G)........................ RCFD 2930 1,444,364 20.
21. Total liabilities (sum of items 13 through 20)................ RCFD 2948 46,312,431 21.
22. Limited-Life preferred stock and related surplus.............. RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus................. RCFD 3838 0 23.
24. Common stock.................................................. RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock)...... RCFD 3839 2,320,126 25.
26. a. Undivided profits and capital reserves..................... RCFD 3632 519,849 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities................................................. RCFD 8434 7,315 26.b.
27. Cumulative foreign currency translation adjustments........... RCFD 3284 (83) 27.
28. Total equity capital (sum of items 23 through 27)............. RCFD 3210 3,048,065 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28)......................... RCFD 3300 49,360,496 29.

Memorandum
To be reported only with the March Report of Condition.
1. Indicate in the box at the right the number of the statement
below that best describes the most comprehensive level of
auditing work performed for the bank by independent external
auditors as of any date during 1993............................ RCFD 6724 N/A M.1.

</TABLE>

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank

2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)

3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)

4 = Directors' examination of the bank performed by other external auditors (may
be required by state chartering authority)

5 = Review of the bank's financial statements by external auditors

6 = Compilation of the bank's financial statements by external auditors

7 = Other audit procedures (excluding tax preparation work)

8 = No external audit work

- ------------------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.