UNION TANK CAR CO, S-3/A, 1997-01-09

UNION TANK CAR CO
S-3/A, 1997-01-09
RAILROAD EQUIPMENT

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 1997

REGISTRATION NO. 333-17121

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 incorporation (I.R.S. Employer Identification No.)
or organization)
</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 incorporation (I.R.S. Employer Identification No.)
or organization)
</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: From time
to time 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. [X]

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>
<CAPTION>
===================================================================================================
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1)(2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities and Pass Through
Certificates................................. $400,000,000 $121,213(3)
- ---------------------------------------------------------------------------------------------------
Guarantees of Union Tank Car Company........... (4) (5)
===================================================================================================
</TABLE>

(1) Estimated in accordance with Rule 457 solely for the purpose of determining
the registration fee.
(2) Any offering of Debt Securities denominated in any foreign currency will be
treated as the equivalent in U.S. dollars based on the exchange rate
applicable to the purchase of such Debt Securities from the registrant.

(3) Previously paid.

(4) Union Tank Car Company will fully and unconditionally guarantee the due and
punctual distribution to holders of Pass Through Certificates of principal
and interest payable in respect of the Procor ETCs (as defined herein). The
principal amount of the Procor ETCs is not yet known.

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

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

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

EXPLANATORY NOTE

This Registration Statement contains a Prospectus (the "Pass Through
Certificate Prospectus") relating to up to $400,000,000 aggregate principal
amount of pass through certificates of Union Tank Car Company (the "Company")
and Procor Limited, a wholly-owned subsidiary of the Company ("Procor"), and a
Prospectus (the "Debt Security Prospectus") relating to up to $400,000,000
aggregate principal amount of debt securities of the Company. The aggregate
principal amount of pass through certificates to be offered and sold pursuant to
this Registration Statement is subject to reduction by the aggregate principal
amount of debt securities sold pursuant to this Registration Statement and vice
versa.

Upon the public offering or sale of the pass through certificates or debt
securities registered under this Registration Statement, a Prospectus Supplement
describing the particular terms of such offer or sale will be filed in
accordance with the rules of the Securities and Exchange Commission together
with either the Pass Through Certificate Prospectus or the Debt Security
Prospectus, as applicable.

No offers or sales of pass through certificates or debt securities may be
made unless accompanied by a Prospectus Supplement applicable to the securities
offered thereby.
<PAGE> 3

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, DATED JANUARY 9, 1997

PROSPECTUS

$400,000,000

UNION TANK CAR COMPANY
PASS THROUGH CERTIFICATES
------------------------

Up to $400,000,000 aggregate principal amount of Pass Through Certificates
may be offered for sale from time to time pursuant to this Prospectus and
related Prospectus Supplements. Pass Through Certificates may be issued in one
or more series in amounts, at prices and on terms to be determined at the time
of the offering. In respect of each offering of Pass Through Certificates, a
separate Union Tank Car Company Pass Through Trust for each series of Pass
Through Certificates being offered (each, a "Trust") will be formed pursuant to
the Pass Through Trust Agreement (the "Basic Agreement") and a supplement
thereto (a "Trust Supplement") relating to such Trust among Union Tank Car
Company (the "Company"), if specified in the Prospectus Supplement, Procor
Limited, a wholly-owned subsidiary of the Company ("Procor"), and, unless
otherwise specified in the Prospectus Supplement, Harris Trust and Savings Bank
(the "Pass Through Trustee"), as pass through trustee under each Trust. Each
Pass Through Certificate in a series will represent a fractional undivided
interest in the related Trust and will have no rights, benefits or interest in
respect of any other Trust. The property of each Trust will consist of (i)
equipment notes (the "Equipment Notes") issued on a nonrecourse basis by one or
more owner trustees pursuant to one of more leveraged lease transactions to
finance or refinance a portion of the equipment cost of certain railcars
("Equipment Units") which have been or will be leased to the Company or (ii)
equipment trust certificates (the "Company ETCs") issued pursuant to one or more
equipment trust agreements between the Company and Harris Trust and Savings
Bank, as trustee, or equipment trust certificates (the "Procor ETCs" and,
together with the Company ETCs, the "ETCs") issued pursuant to one or more
equipment trust agreements between Procor Limited, an indirect wholly-owned
subsidiary of the Company ("Procor"), and Harris Trust and Savings Bank, as
trustee. Each such equipment trust agreement is hereinafter referred to as an
"Equipment Trust Agreement", and Harris Trust and Savings Bank, as trustee under
each Equipment Trust Agreement, is hereinafter referred to as the "Equipment
Trust Trustee". Amounts payable pursuant to the Company ETCs and the Procor ETCs
will be fully and unconditionally guaranteed by the Company. The Prospectus
Supplement relating to each offering of Pass Through Certificates will describe
certain terms of the Pass Through Certificates being offered, the Trust or
Trusts relating thereto, the Equipment Notes or ETCs to be purchased by such
Trust or Trusts, the Equipment Units relating to such Equipment Notes and the
leveraged lease transactions, if any, relating thereto.

The Equipment Notes will not be direct obligations of, or guaranteed by, the
Company, but the amounts unconditionally payable by the Company for the lease of
the Equipment Units will be sufficient to pay in full when due all payments
required to be made on such Equipment Notes.

Equipment Notes may be issued in respect of Equipment Units in one or more
series, each series having a different interest rate and final maturity date. A
separate Trust may purchase one or more series of the Equipment Notes issued
with respect to each group of Equipment Units (an "Equipment Group"). All of the
Equipment Notes held in such Trust will have an interest rate equal to the
interest rate applicable to the Pass Through Certificates issued by such Trust
and maturity dates occurring on or before the final distribution date applicable
to such Pass Through Certificates. The Equipment Notes issued with respect to
each Equipment Group will be secured by a security interest in such Equipment
Group and by the lease relating thereto (each, a "Lease"), including the right
to receive rent payable by the Company in respect of such Equipment Group.

Interest paid on the Equipment Notes or ETCs held in each Trust will be
passed through to the holders of the Pass Through Certificates relating to such
Trust on the dates and at the rate per annum set forth in the Prospectus
Supplement relating to such Pass Through Certificates until the final
distribution date for such Trust. Principal paid on the Equipment Notes or ETCs
held in each Trust will be passed through to the holders of the Pass Through
Certificates relating to such Trust in scheduled amounts on the dates set forth
in the Prospectus Supplement relating to such Pass Through Certificates until
the final distribution date for such Trust.

The Pass Through Certificates may be offered through underwriters, dealers
or agents. See "Plan of Distribution." The Prospectus Supplement will set forth
the names of any underwriters, dealers or agents involved in the sale of the
Pass Through Certificates in respect of which this Prospectus is being delivered
and any applicable fee, commission or discount arrangements with them.

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

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

This Prospectus may not be used to consummate a sale of Pass Through
Certificates unless accompanied by a Prospectus Supplement.

The date of this Prospectus is January , 1997.

<PAGE> 4

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the Debt Securities. 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 Debt Securities and the Company, reference is made to the Registration
Statement. Any statement contained herein concerning the provisions of any
document is not necessarily complete and, in each instance, reference is made to
the copy of such document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. Information
concerning the Company can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: Chicago
Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and New York Regional Office, 7 World Trade Center, Suite 1300,
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. Such materials also may be accessed
electronically by means of the Commission's home page on the Internet at
http://www.sec.gov.

REPORTS TO CERTIFICATEHOLDERS BY THE TRUSTEE

Harris Trust and Savings Bank, as trustee under the Pass Through Trust
Agreement, 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."

2
<PAGE> 5

DOCUMENTS INCORPORATED BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995 filed on March 11, 1996, as amended by Form 10-K/A filed on May 3, 1996
and by Form 10-K/A filed on May 17, 1996, and its Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, as
filed with the Commission pursuant to the Exchange Act, are incorporated herein
by reference.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Debt Securities 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.

3
<PAGE> 6

THE COMPANY

Union Tank Car Company (with its wholly-owned subsidiaries herein
collectively referred to, except as the context otherwise requires, as the
"Company") is principally engaged in the leasing of railway tank cars and other
rail cars to United States, Canadian and Mexican manufacturers and other
shippers of chemical products, including liquid fertilizers, petroleum products,
including liquid petroleum gas, food products and bulk plastics. The Company
owns and operates one of the largest fleets of privately-owned railway tank cars
in the world.

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

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

FORMATION OF THE TRUSTS

In respect of each offering of Pass Through Certificates, one or more
Trusts will be formed, and the related Pass Through Certificates will be issued,
pursuant to separate Trust Supplements to be entered into between the Pass
Through Trustee and the Company in accordance with the terms of the Basic
Agreement. All Pass Through Certificates with respect to each Trust will
represent fractional undivided interests in such Trust and the property held in
such Trust and will have no rights, benefits or interest in respect of any other
Trust or the property held therein. Concurrently with the execution and delivery
of each Trust Supplement relating to one or more leveraged lease transactions,
the Pass Through Trustee, on behalf of the Trust formed thereby, will enter into
one or more financing, refinancing, purchase or participation agreements (each
such agreement being herein referred to as a "Participation Agreement") relating
to one or more Equipment Groups described in the applicable Prospectus
Supplement. Concurrently with the execution and delivery of each Trust
Supplement relating to ETCs, the Pass Through Trustee, on behalf of such Trust,
will purchase such ETCs from the Equipment Trust Trustee. Pursuant to the
applicable Participation Agreement or Equipment Trust Agreement, the Pass
Through Trustee, on behalf of the Trust formed in connection with the offering
of Pass Through Certificates, will purchase the Equipment Notes issued with
respect to each such Equipment Group or ETCs so that all of the Equipment Notes
or ETCs held in such Trust will have an interest rate equal to the interest rate
applicable to the Pass Through Certificates issued by such Trust. Unless
otherwise indicated in the Prospectus Supplement, the maturity dates of the
Equipment Notes or ETCs acquired by each Trust will occur on or before the final
distribution date applicable to the Pass Through Certificates issued with
respect to such Trust. The Pass Through Trustee will distribute the amount of
payments of principal, premium, if any, and interest received by it as holder of
the Equipment Notes or ETCs to the Certificateholders of the Pass Through
Certificates with respect to the Trust in which such Equipment Notes or ETCs are
held. See "Description of the Pass Through Certificates", "Description of the
Equipment Notes" and "Description of the ETCs."

USE OF PROCEEDS

The Pass Through Certificates offered pursuant to any Prospectus Supplement
will be issued (i) to facilitate the financing or refinancing of the debt
component of one or more separate leveraged lease transactions entered into by
the Company, as lessee, with respect to the Equipment Units described therein or
(ii) to purchase Company ETCs or Procor ETCs. The proceeds from the sale of Pass
Through Certificates relating to one or more leveraged lease transactions will
be used by the Pass Through Trustee on behalf of the applicable Trust or Trusts
to purchase, at par, the Equipment Notes to be issued by the respective Owner
Trustee or Owner Trustees to finance or refinance all or a portion of the
equipment cost of such Equipment

4
<PAGE> 7

Units. Simultaneously with the acquisition of such Equipment Units, the
respective Owner Trustee will lease such Equipment Units to the Company. In the
case of ETCs, the proceeds from the sale of Pass Through Certificates will be
used by the Pass Through Trustee on behalf of the applicable Trust or Trusts to
purchase, at par, Company ETCs or Procor ETCs. The Company will use the net
proceeds from each separate leveraged lease transaction and the Company or
Procor, as the case may be, will use the net proceeds from the issuance of ETCs
to finance the addition of railcars to the Company's fleet, for general
corporate purposes or as otherwise specified in the applicable Prospectus
Supplement.

The Equipment Notes with respect to each Equipment Group will be issued
under a separate Trust Indenture and Security Agreement (each, an "Indenture")
between a bank or trust company as trustee thereunder (each, an "Indenture
Trustee") and an owner trustee, not in its individual capacity (except as
expressly set forth therein) but solely as trustee (each, an "Owner Trustee"),
of a separate trust for the benefit of one or more institutional or corporate
investors (each, an "Owner Participant"). Each Owner Participant will provide,
from sources other than the Equipment Notes, the balance of the equipment cost
of the related Equipment Group. No Owner Participant, however, will be
personally liable for any amount payable under the related Indenture or the
Equipment Notes issued thereunder. Subject to certain restrictions, each Owner
Participant may transfer its interest in the related Equipment Group.

Because the Company's obligation to make payments (i) under the Leases
relating to the Equipment Notes and (ii) in respect of the Company ETCs and the
Procor ETCs will be unconditional, and not affected by the financial performance
of the railcars within the related Equipment Groups or subject to the related
Equipment Trust Agreements, the Company believes that historical financial
information with respect to such railcars will not be relevant to purchasers of
the Pass Through Certificates.

DESCRIPTION OF THE PASS THROUGH CERTIFICATES

In connection with each offering of Pass Through Certificates, one or more
separate Trusts will be formed and one or more series of Pass Through
Certificates will be issued pursuant to the Basic Agreement and one or more
Trust Supplements to be entered into between the Company and the Pass Through
Trustee. The following summary relates to the Basic Agreement and each of the
Trust Supplements, the Trusts to be formed thereby and the Pass Through
Certificates to be issued by each Trust except to the extent, if any, described
in the applicable Prospectus Supplement. Citations to the relevant sections of
the Basic Agreement appear below in parentheses. The statements under this
caption are a summary and do not purport to be complete. This summary makes use
of terms defined in and is qualified in its entirety by reference to all of the
provisions of the Basic Agreement, the form of which has been filed as an
exhibit to the Registration Statement of which this Prospectus is a part. The
form of the Trust Supplement relating to each series of Pass Through
Certificates and the forms of the Leases, Participation Agreements, Indentures,
Equipment Notes and Equipment Trust Agreements, if any, relating thereto will be
filed as exhibits to a report by the Company on Form 8-K, 10-Q, or 10-K, as
applicable, to be filed with the Commission following the offering of such
series of Pass Through Certificates.

GENERAL

The Pass Through Certificates of each Trust will be issued in fully
registered form only. Each Pass Through Certificate will represent a fractional
undivided interest in the separate Trust created by the Trust Supplement
pursuant to which such Pass Through Certificate is issued. The property of each
Trust will include the Equipment Notes or ETCs held in such Trust, all monies at
any time paid thereon and all monies due and to become due thereunder and funds
from time to time deposited with the Pass Through Trustee in accounts relating
to such Trust. Each Pass Through Certificate will correspond to a pro rata share
of the outstanding principal amount of the Equipment Notes or ETCs and other
property held in the related Trust and will be issued in denominations of $1,000
or any integral multiple of $1,000. (Sections 2.1 and 3.1)

Except as otherwise provided in the applicable Trust Supplement, Pass
Through Certificates will be registered in the name of Cede & Co. ("Cede") as
the nominee of The Depository Trust Company ("DTC") and no person acquiring an
interest in Pass Through Certificates (a "Certificate Owner") will be entitled
to

5
<PAGE> 8

receive a certificate representing such person's interest in the related Trust
unless "Definitive Certificates" are issued as described below. Unless
Definitive Certificates are issued, 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 Trust at the
rate per annum set forth on the cover page of the applicable Prospectus
Supplement and will be calculated on the basis of a 360-day year of twelve
30-day months.

The Pass Through Certificates of each series represent interests only in
the related Trust and all payments and distributions shall be made only from the
related Trust Property. (Section 3.8) The Pass Through Certificates do not
represent an interest in or obligation of the Company, the Pass Through Trustee,
the Owner Trustee, if any, in its individual capacity, the Owner Participant, if
any, or any affiliate of any thereof.

The Basic Agreement does not and, except as otherwise described in the
applicable Prospectus Supplement, the Indentures will not, include financial
covenants or "event risk" provisions specifically designed to afford
Certificateholders protection in the event of a highly leveraged transaction
affecting the Company. However, the Certificateholders of each series will have
the benefit of (i) a lien on the specific Equipment Group securing the related
Equipment Notes held in the related Trust or, (ii) in the case of the ETCs held
in the related Trust, the indirect benefit of the Equipment Trust Trustee under
the relevant Equipment Trust Agreement holding title to the equipment securing
the ETCs, as well as the Company's full and unconditional guarantee of the ETCs.
See "-- Guarantee," "Description of the Equipment Notes -- Security" and
"Description of the ETCs -- Guaranties" and "-- Security."

BOOK-ENTRY REGISTRATION

Except as otherwise described in the applicable Prospectus Supplement, Pass
Through Certificates will be subject to the provisions described under this
caption for book-entry registration with DTC.

DTC. DTC has advised the Company that it 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, 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, premium, if any, 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, because 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
Basic Agreement, and Certificate Owners will be permitted to exercise the rights
of Certificateholders only indirectly through DTC and DTC Participants.

6
<PAGE> 9

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, premium, if any, and interest on the Pass Through
Certificates. DTC Participants and Indirect Participants with which Certificate
Owners have accounts with respect to the Pass Through Certificates similarly are
required to make book-entry transfers and receive and transmit such payments on
behalf of their respective Certificate Owners. Accordingly, although Certificate
Owners will not possess Pass Through Certificates, the Rules provide a mechanism
by which Certificate Owners will receive payments and will be able to transfer
their interests.

Because DTC can only act on behalf of DTC Participants, who in turn act on
behalf of Indirect Participants, the ability of a Certificate Owner to pledge
Pass Through Certificates to persons or entities that do not participate in the
MC 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.

The Company understands that DTC will take any action permitted to be taken
by Certificateholders only at the direction of one or more DTC Participants to
whose accounts with DTC the Pass Through Certificates are credited.
Additionally, the Company understands that DTC will take such actions with
respect to any specified percentage of the beneficial interest of
Certificateholders held in each Trust only at the direction of and on behalf of
DTC Participants whose holders include undivided interests that satisfy any such
percentage. DTC may take conflicting actions with respect to other undivided
interests to the extent that such actions are taken on behalf of DTC
Participants whose holders include such undivided interests.

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

The information contained in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Company believes to be
reliable, but the Company takes no responsibility for the accuracy thereof.

DEFINITIVE CERTIFICATES. With respect to each Trust, the related Pass
Through Certificates will be issued in fully registered, certificated form
("Definitive 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 is no longer willing or able to properly discharge its
responsibilities as depository with respect to such 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 (iii) after the occurrence of an Event of Default (as
defined below), Certificate Owners representing an aggregate percentage interest
in such 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 affected
Certificate Owners through DTC Participants of the availability of Definitive
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 Definitive
Certificates to Certificate Owners. (Section 3.9)

Distributions of principal of, premium, if any, and interest on the Pass
Through Certificates will thereafter be made by the Pass Through Trustee in
accordance with the procedures set forth in the Basic Agreement and the
applicable Trust Supplements, directly to holders of Definitive Certificates in
whose names such Definitive Certificates were registered at the close of
business on the applicable record date. Such distributions will be made by check
mailed to the address of each such holder as it appears on the register
maintained with respect to the applicable Trust. The final payment on any Pass
Through Certificate, however,

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<PAGE> 10

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. (Section 4.2 and 11.1)

Definitive Certificates will be freely transferable and exchangeable at the
office of the Pass Through Trustee upon compliance with the requirements set
forth in the Basic Agreement and the applicable Trust Supplements. 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 shall be
required. (Section 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. So long
as the Pass Through Certificates are registered in the name of Cede, all
payments made by the Company to the Indenture Trustees, as assignees of the
Owner Trustees' rights under the Leases, in the case of Equipment Notes, or by
the Company or Procor in respect of Company ETCs or Procor ETCs, in the case of
ETCs, will be in immediately available funds and will be passed through by the
Pass Through Trustee to DTC in immediately available funds.

Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, the Pass
Through Certificates will trade in DTC's 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. No
assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Pass Through Certificates.

PAYMENTS AND DISTRIBUTIONS

Payments received by the Pass Through Trustee of principal of, premium, if
any, and interest on the Equipment Notes or ETCs held in each Trust will be
distributed by the Pass Through Trustee to the Certificateholders of such Trust
on the date such receipt is confirmed, except in certain cases when some or all
of such Equipment Notes or ETCs are in default. See "-- Events of Default and
Certain Rights Upon an Event of Default."

Payments of principal of, and interest on the unpaid principal amount of,
the Equipment Notes or ETCs held in each Trust will be scheduled to be received
by the Pass Through Trustee on the dates specified in the applicable Prospectus
Supplement (such scheduled payments of principal of, and interest on, the
Equipment Notes or ETCs are herein referred to as "Scheduled Payments," and the
dates specified therefor in the applicable Prospectus Supplement are herein
referred to as "Regular Distribution Dates"). The Pass Through Trustee of each
Trust will distribute on each Regular Distribution Date to the
Certificateholders of such Trust 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 of such Trust on the
fifteenth day immediately preceding such Regular Distribution Date, subject to
certain exceptions. (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.

Each Certificateholder of each Trust 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 or ETCs held in such Trust. Scheduled
Payments of principal on the Equipment Notes or ETCs held in each Trust will be
set forth in the applicable Prospectus Supplement. After a partial or full
prepayment or default in respect of some or all of such Equipment Notes or ETCs,
a Certificateholder should refer to the information with respect to the Pool
Balance and the Pool Factor for such Trust reported periodically by the Pass
Through Trustee. See "-- Pool Factors" and "-- Statements to
Certificateholders."

Payments of principal, premium, if any, and interest received by the Pass
Through Trustee on account of a partial or full prepayment, if any, of the
Equipment Notes or ETCs held in a Trust, and payments received by the Pass
Through Trustee following a default in respect of the Equipment Notes or ETCs
held in a Trust (including, in the case of Equipment Notes, payments received by
the Pass Through Trustee on account of their purchase by the related Owner
Trustee or payments received on account of the sale of Equipment Notes

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<PAGE> 11

or ETCs by the Pass Through Trustee) ("Special Payments") will be distributed on
the dates specified therefor in the applicable Prospectus Supplement (a "Special
Distribution Date"). In general, the Pass Through Trustee will mail notice to
the Certificateholders of record of any Trust 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 for any Trust will be
made by the Pass Through Trustee to the holders of record of the Pass Through
Certificates of such Trust as of the Record Date preceding such Special
Distribution Date. See "-- Events of Default and Certain Rights Upon an Event of
Default" and "Description of the Equipment Notes -- Prepayments."

The Basic Agreement requires that the Pass Through Trustee establish and
maintain, for each Trust and for the benefit of the Certificateholders of such
Trust, one or more non-interest bearing accounts (the "Certificate Account") for
the deposit of payments representing Scheduled Payments on the Equipment Notes
or ETCs held in such Trust. (Section 4.1) The Basic Agreement also requires that
the Pass Through Trustee establish and maintain, for each Trust and for the
benefit of the Certificateholders of such Trust, one or more accounts (the
"Special Payments Account") for the deposit of payments representing Special
Payments.

Pursuant to the terms of the Basic Agreement, the Pass Through Trustee is
required to deposit any Scheduled Payments relating to the applicable Trust
received by it in the Certificate Account of such Trust and to deposit any
Special Payments so received by it in the Special Payments Account of such
Trust. (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 of any Trust are
issued in the form of Definitive Certificates and not to Cede, as nominee for
DTC, distributions by the Pass Through Trustee from the Certificate Account or
the Special Payments Account of such Trust on a Regular Distribution Date or a
Special Distribution Date, as appropriate, will be made by check mailed to each
Certificateholder of such Trust of record on the applicable record date at its
address appearing on the register maintained with respect to such Trust.
(Section 4.2) The final distribution for each Trust, however, will be made only
upon presentation and surrender of the Pass Through Certificates for such 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
Certificate-holders of such Trust, specifying the date set for such final
distribution and the amount of such distribution. (Section 11.1) See "--
Termination of the 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 additional interest. (Section 13.11)

GUARANTEE

The Company will fully and unconditionally guarantee the due and punctual
distribution to Certificateholders of principal and interest payable in respect
of each Procor ETC purchased by a Trust. In addition, the Company will fully and
unconditionally guarantee the due and punctual performance by Procor of its
obligations under each Procor Equipment Trust Agreement.

POOL FACTORS

Unless there has been a prepayment, or a default in respect of one or more
issues of the Equipment Notes or ETCs held in a Trust, as described in the
applicable Prospectus Supplement or below in "-- Events of Default and Certain
Rights Upon an Event of Default," the Pool Factor for such Trust will decline in
proportion to the scheduled repayments of principal on the Equipment Notes or
ETCs held in such Trust as described in the applicable Prospectus Supplement. In
the event of a partial or full prepayment or default, the Pool Factor and the
Pool Balance of each Trust so affected will be recomputed after giving effect
thereto and

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<PAGE> 12

notice thereof will be mailed to Certificateholders of such Trust. Each Trust
will have a separate Pool Factor and Pool Balance.

Unless otherwise described in the applicable Prospectus Supplement, the
"Pool Balance" for each Trust indicates, as of any Regular Distribution Date or
Special Distribution Date, the aggregate unpaid principal amount of the
Equipment Notes or ETCs held in such Trust on such date plus any amounts in
respect of principal on such Equipment Notes or ETCs held by the Pass Through
Trustee and not yet distributed plus the amount of any moneys held in the
related escrow account (other than earnings thereon). The Pool Balance for each
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 or ETCs held in such Trust and distribution thereof to be made
on that date.

Unless otherwise described in the applicable Prospectus Supplement, the
"Pool Factor" for each 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 of such Trust, by (ii) the aggregate
original principal amount of the Pass Through Certificates issued by such Trust.
The Pool Factor for each 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 or ETCs held in such Trust and
distribution thereof to be made on that date. (Section 1.1) The Pool Factor for
each Trust will initially be 1.0000000; thereafter, the Pool Factor for each
Trust will decline as described above to reflect reductions in the Pool Balance
of such Trust. The amount of a Certificateholder's pro rata share of the Pool
Balance of a Trust can be determined by multiplying the original denomination of
the Certificateholder's Pass Through Certificate of such Trust by the Pool
Factor for such Trust as of the applicable Regular Distribution Date or Special
Distribution Date. The Pool Factor and the Pool Balance for each Trust will be
mailed to Certificateholders of record of such Trust on each Regular
Distribution Date and Special Distribution Date.

STATEMENTS TO CERTIFICATEHOLDERS

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

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

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

(iii) the Pool Balance and the Pool Factor for such Trust. (Section
4.3)

So long as the Pass Through Certificates of any Trust are registered in the
name of Cede, as nominee for DTC, on the applicable 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 DTC Participants reflected on DTC's books as holding interests in
the Pass Through Certificates of such Trust on such record date. On each Regular
Distribution Date and Special Distribution Date, the Pass Through Trustee will
mail to each such DTC Participant the statement described above, and will make
available additional copies as requested by such DTC Participant, to be
available for forwarding to Certificate Owners. (Section 3.9)

In addition, after the end of each calendar year, the Pass Through Trustee
will prepare for each Certificateholder of record of each 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 the 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 Certificateholder's preparation of its federal
income tax returns (Section 4.3) Such report and such other

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<PAGE> 13

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 in the manner described above.

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

VOTING OF EQUIPMENT NOTES AND ETCS

The Pass Through Trustee, as holder of the Equipment Notes and ETCs held in
each Trust, has the right to vote and give consents and waivers in respect of
such Equipment Notes and ETCs under the applicable Indenture or Equipment Trust
Agreement. The Basic 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 and ETCs held in the applicable Trust at its own discretion and
the circumstances in which the Pass Through Trustee shall seek instructions from
the Certificateholders of such Trust. Prior to an Event of Default with respect
to any Trust, the principal amount of the Equipment Notes and ETCs held in such
Trust directing any action or being voted for or against any proposal shall be
in proportion to the principal amount of Pass Through Certificates held by the
Certificateholders of such Trust taking the corresponding position. (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.

EVENTS OF DEFAULT AND CERTAIN RIGHTS UPON AN EVENT OF DEFAULT

The Basic Agreement defines an event of default with respect to a Trust (an
"Event of Default") as the occurrence and continuance of an event of default
under one or more of (i) the related Indentures (an "Indenture Event of
Default") or (ii) the related Equipment Trust Agreements (an "Equipment Trust
Event of Default"). The Indenture Events of Default or Equipment Trust Event of
Defaults will be described in the applicable Prospectus Supplement and, in the
case of Equipment Notes, will include events of default under the related Lease.
Because the Equipment Notes issued under an Indenture may be held in more than
one Trust, a continuing Indenture Event of Default under such Indenture would
result in an Event of Default with respect to each such Trust. There will be,
however, no cross-default provisions in the Indentures and events resulting in
an Indenture Event of Default under any particular Indenture (or a default under
any other indebtedness of the Company) will not necessarily result in an
Indenture Event of Default occurring under any other Indenture. If an Indenture
Event of Default occurs in fewer than all of the Indentures related to a Trust,
the Equipment Notes issued pursuant to the related Indentures with respect to
which an Indenture Event of Default has not occurred will continue to be held in
such Trust and payments of principal and interest on such Equipment Notes will
continue to be distributed to the holders of the Pass Through Certificates of
such Trust as originally scheduled. Similarly, except as described in a
Prospectus Supplement, an Equipment Trust Event of Default under a Company
Equipment Trust Agreement will not result in an Equipment Trust Event of Default
under a Procor Equipment Trust Agreement, nor will an Equipment Trust Event of
Default under any Procor Equipment Trust Agreement result in an Equipment Trust
Event of Default under a Company Equipment Trust Agreement. Accordingly, if an
Equipment Trust Event of Default occurs with respect to an Equipment Trust
Agreement, but no Equipment Trust Event of Default has occurred with respect to
any other Equipment Trust Agreement, the ETC under the non-defaulted Equipment
Trust Agreement will continue to be held in the applicable Trust, and payments
of principal and interest on such ETC will continue to be distributed to the
holders of Pass Through Certificates of such Trust as originally scheduled.

In the case of Equipment Notes, the Owner Trustee and the Owner Participant
under each Indenture will each have the right under certain circumstances to
cure an Indenture Event of Default that results from the

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<PAGE> 14

occurrence of a Lease Event of Default under the related Lease. If the Owner
Trustee or the Owner Participant chooses to exercise such cure right, the
Indenture Event of Default and consequently the Event of Default with respect to
the related Trust or Trusts will be deemed to be cured.

The ability of the holders of the Pass Through Certificates issued with
respect to any one Trust to cause the Indenture Trustee with respect to any
Equipment Notes or the Equipment Trust Trustee with respect to any ETCs held in
such Trust to accelerate the payment on such Equipment Notes under the related
Indenture or Equipment Trust Agreement or to direct the exercise of remedies by
such Indenture Trustee under the related Indenture or Equipment Trust Trustee
under the related Equipment Trust Agreement will depend, in part, upon the
percentage of the aggregate principal amount of all Equipment Notes outstanding
under such Indenture or ETCs outstanding under such Equipment Trust Agreement
that are represented by the Equipment Notes outstanding under such Indenture or
ETCs outstanding under such Equipment Trust Agreement and held in such Trust.
Each Trust will hold Equipment Notes with different terms from those of the
Equipment Notes held in the other Trusts and therefore the Certificateholders of
a Trust may have divergent or conflicting interests from those of the
Certificateholders of any other Trusts that hold Equipment Notes relating to the
same Equipment Group. In addition, so long as the same institution acts as Pass
Through Trustee of each Trust, in the absence of instructions from the
Certificateholders of any such Trust, the Pass Through Trustee for such Trust
could for the same reason be faced with a potential conflict of interest upon an
Indenture Event of Default or Equipment Trust Event of Default. In such event,
the Pass Through Trustee has indicated that it would resign as trustee of one or
all such Trusts, and a successor trustee for one or all of such Trusts would be
appointed in accordance with the terms of the Basic Agreement.

The Basic Agreement provides that, as long as (i) an Indenture Event of
Default under any Indenture relating to Equipment Notes held in a Trust or (ii)
an Equipment Trust Event of Default under any Equipment Trust Agreement relating
to ETCs held in such Trust shall have occurred and be continuing, the Pass
Through Trustee of such Trust may vote all of the Equipment Notes issued under
such Indenture or all of the ETCs issued under such Equipment Trust Agreement
that are held in such Trust, 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 Trust, shall vote not less than a
corresponding majority of such Equipment Notes or ETCs in favor of directing the
related Indenture Trustee or Equipment Trust Trustee to declare the unpaid
principal amount of all Equipment Notes issued under such Indenture or ETCs
issued under such Equipment Trust Agreement and any accrued and unpaid interest
thereon to be due and payable. The Basic Agreement also provides that, if (i) an
Indenture Event of Default under any Indenture relating to Equipment Notes held
in a Trust or (ii) an Equipment Trust Event of Default under any Equipment Trust
Agreement relating to ETCs held in such Trust shall have occurred and be
continuing, the Pass Through Trustee of such Trust 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 Trust shall,
subject to certain conditions, vote all of the Equipment Notes issued under such
Indenture or all the ETCs issued under such Equipment Trust Agreement that are
held in such Trust in favor of directing the related Indenture Trustee or
Equipment Trust Trustee as to the time, method and place of conducting any
proceeding for any remedy available to such Indenture Trustee or of exercising
any trust or power conferred on such Indenture Trustee or Equipment Trust
Trustee under such Indenture or Equipment Trust Agreement. (Sections 6.1 and
6.4)

As an additional remedy, if an Indenture Event of Default or Equipment
Trust Event of Default shall have occurred and be continuing, the Basic
Agreement provides that the Pass Through Trustee of a Trust holding Equipment
Notes issued under such Indenture or ETCs issued under such Equipment Trust
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 Trust shall, sell all or part of such Equipment
Notes or ETCs for cash to any person. (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 Trust and shall be distributed to the
Certificateholders of such Trust on a Special Distribution Date. (Sections 4.1
and 4.2) The market for Equipment Notes or ETCs 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 Trustee of each Trust, it
may be faced with a conflict in deciding from which Trust to sell Equipment
Notes or ETCs to

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<PAGE> 15

available buyers. If the Pass Through Trustee sells any such Equipment Notes
with respect to which an Indenture Event of Default exists or ETCs with respect
to which an Equipment Trust Event of Default exists for less than their
outstanding principal amount thereof, the Certificateholders of such Trust will
receive a smaller amount of principal distributions than anticipated and will
not have any claim for the shortfall against the Pass Through Trustee, the
related Owner Trustee, the related Owner Participant, or, except as provided in
the next sentence, Procor or the Company. Inasmuch as Procor will fully and
unconditionally guarantee the payment of principal of and interest on the Procor
ETCs and the Company will fully and unconditionally guarantee the payment of the
principal of and interest on the Company ETCs and the Procor ETCs, as well as
the due and punctual distribution to Certificateholders of principal and
interest payable in respect of each Procor ETC held by a Trust, the
Certificateholders will have a claim against the Company for any shortfall
arising from the sale by the Pass Through Trustee of a Company ETC or Procor ETC
in default. (Sections 4.1 and 4.2) See "Description of the ETCs-Guaranties".
Neither the Pass Through Trustee nor the Certificateholders of such Trust could
take any action with respect to any remaining Equipment Notes or ETCs held in
such Trust so long as no Indenture Event of Default or Equipment Trust Event of
Default existed with respect thereto.

Any amount distributed to the Pass Through Trustee of any Trust by (i) the
Indenture Trustee under any Indenture on account of the Equipment Notes held in
such Trust following an Indenture Event of Default under such Indenture or (ii)
the Equipment Trust Trustee under any Equipment Trust Agreement on account of
the ETCs held in such Trust following an Equipment Trust Event of Default shall
be deposited in the Special Payments Account for such Trust and shall be
distributed to the Certificateholders of such Trust on a Special Distribution
Date. In addition, if, following an Indenture Event of Default under any
Indenture, the related Owner Trustee exercises its option, if any, to prepay or
purchase the outstanding Equipment Notes issued under such Indenture as
described in the related Prospectus Supplement, the price paid by such Owner
Trustee to the Pass Through Trustee of any Trust for the Equipment Notes issued
under such Indenture and held in such Trust shall be deposited in the Special
Payments Account for such Trust and shall be distributed to the
Certificateholders of such Trust on a Special Distribution Date. (Sections 4.1
and 4.2)

Any funds held by the Pass Through Trustee in the Special Payments Account
for a Trust representing either payments received with respect to (i) any
Equipment Notes held in such Trust following an Indenture Event of Default or
(ii) any ETCs held in such Trust following an Equipment Trust Event of Default
or proceeds from the sale by the Pass Through Trustee of any such Equipment
Notes or ETCs, shall, to the extent practicable, be invested and reinvested by
the Pass Through Trustee in Permitted Government Investments pending the
distribution of such funds on a Special Distribution Date. (Sections 4.1 and
4.2)

The Basic Agreement provides that the Pass Through Trustee of each Trust
shall, within 30 days after the occurrence of a default (as defined below) in
respect of such Trust, give to the Certificate holders of such Trust notice,
transmitted by mail, of all uncured or unwaived defaults with respect to such
Trust known to it; provided that, except in the case of default in the payment
of principal of, premium, if any, or interest on any of the Equipment Notes or
ETCs held in such Trust, 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 interest of such Certificateholders. The term "default,"
for the purpose of the provision described in this paragraph only, shall mean
the occurrence of any Event of Default with respect to a Trust as specified
above, except that in determining whether any such Event of Default has occurred
any grace period or notice in connection therewith shall be disregarded.
(Section 7.2)

The Basic Agreement contains a provision entitling the Pass Through Trustee
of each Trust, 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 such Trust before
proceeding to exercise any right or power under the Basic Agreement at the
request of such Certificateholders. (Section 7.3)

In certain cases, the holders of Pass Through Certificates of a Trust
evidencing fractional undivided interests aggregating not less than a majority
in interest of such Trust may on behalf of the holders of all Pass Through
Certificates of such Trust waive any past default or Event of Default with
respect to such Trust and

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<PAGE> 16

thereby annul any direction given by the Pass Through Trustee on behalf of such
holders to the related Indenture Trustee with respect thereto, except (i) a
default in payment of the principal of, premium, if any, or interest on any of
the Equipment Notes or ETCs held in such Trust, and (ii) a default in respect of
any covenant or provision of the Basic Agreement or the related Trust Supplement
that cannot be modified or amended without the consent of each Certificateholder
of such Trust affected thereby. (Section 6.5) Each Indenture and Equipment Trust
Agreement will provide that, with certain exceptions, the holders of a majority
in aggregate unpaid principal amount of the Equipment Notes or ETCs issued
thereunder may on behalf of all such holders waive any past default or Indenture
Event of Default or Equipment Trust Event of Default under such Equipment Trust
Agreement thereunder. In the event of a waiver with respect to a Trust as
described above, the principal amount of the Equipment Notes issued under the
related Indenture or ETCs issued under the related Equipment Trust Agreement
held in such Trust shall be counted as waived in the determination of the
majority in aggregate unpaid principal amount of Equipment Notes or ETCs
required to waive a default or an Indenture Event of Default under such
Indenture or Equipment Trust Event of Default under such Equipment Trust
Agreement. Therefore, if the Certificateholders of a Trust waive a past default
or Event of Default such that the principal amount of the Equipment Notes or
ETCs held in such Trust constitutes the required majority in aggregate unpaid
principal amount under the applicable Indenture or Equipment Trust Agreement,
such past default, Indenture Event of Default under such Indenture or Equipment
Trust Event of Default under such Equipment Trust Agreement shall be waived. For
a discussion of waivers of Indenture Events of Default under the Indentures and
Equipment Trust Events of Default under the Equipment Trust Agreements, see
"Description of the Equipment Notes -- Indenture Events of Default and Remedies"
and "Description of the ETCs -- Events of Default and Provisions Relating
Thereto".

MODIFICATIONS OF THE BASIC AGREEMENT

The Basic Agreement contains provisions permitting the Company, Procor and
the Pass Through Trustee of each Trust to enter into supplemental trust
agreements, without the consent of the holders of any of the Pass Through
Certificates of such Trust, (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 Basic Agreement and the
applicable Trust Supplement, (ii) to add to the covenants of the Company or
Procor for the benefit of the holders of such Pass Through Certificates, (iii)
to cure any ambiguity, to correct any manifest error or to correct or supplement
any defective or inconsistent provision of such Basic Agreement, the applicable
Trust Supplement or any supplemental trust agreement, or to make any other
provisions with respect to matters or questions arising thereunder, provided
such action shall not adversely affect the interest of the holders of such Pass
Through Certificates, (iv) to evidence and provide for a successor Trustee for
some or all of the Trusts, or (v) to make any other amendments or modifications
which shall only apply to Pass Through Certificates of one or more series to be
issued thereafter. (Section 9.1)

The Basic Agreement also contains provisions permitting the Company, Procor
and the Pass Through Trustee of each Trust, with the consent of the
Certificateholders of such Trust evidencing fractional undivided interests
aggregating not less than a majority in interest of such Trust, to execute
supplemental trust agreements adding any provisions to or changing or
eliminating any of the provisions of the Basic Agreement, to the extent relating
to such Trust, and the applicable Trust Supplement, or modifying the rights of
such Certificateholders, except that no such supplemental trust agreement may,
without the consent of the holder of each such Pass Through Certificate so
affected, (a) 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
held in such Trust, or distributions in respect of any Pass Through Certificate
of such Trust, or make distributions payable in coin or currency other than that
provided for in such Pass Through Certificates, or impair the right of any
Certificateholder of such Trust to institute suit for the enforcement of any
such payment when due, (b) permit the disposition of any Equipment Note or ETC
held in such Trust, except as provided in the Basic Agreement or the applicable
Trust Supplement, or (c) reduce the percentage of the aggregate fractional
undivided interests of the Trust provided for in the Basic Agreement or the
applicable Trust Supplement, the consent of the holders of which is required for
any such supplemental trust agreement or for any waiver provided for in the
Basic Agreement or such Trust Supplement. (Section 9.2)

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MODIFICATION AND CONSENTS AND WAIVERS UNDER THE INDENTURES, THE EQUIPMENT TRUST
AGREEMENTS AND RELATED AGREEMENTS

In the event that the Pass Through Trustee, as the holder of any Equipment
Notes or ETCs held in a Trust, receives a request for its consent to any
amendment, modification or waiver under the Indenture, Lease, if any, or other
document relating to such Equipment Notes, or Equipment Trust Agreement relating
to such ETCs, which requires the consent of the Certificateholders of such
Trust, the Pass Through Trustee shall mail a notice of such proposed amendment,
modification or waiver to each Certificateholder of such Trust as of the date of
such notice. The Pass Through Trustee shall request instructions from the
Certificateholders of such Trust as to whether or not to consent to such
amendment, modification or waiver. The Pass Through Trustee shall vote or
consent with respect to such Equipment Notes or ETCs in such Trust in the same
proportion as the Pass Through Certificates of such Trust were actually voted by
the holders thereof by a certain date. Notwithstanding the foregoing, if an
Event of Default in respect of such Trust shall have occurred and be continuing,
the Pass Through Trustee, subject to the voting instructions referred to under
"-- Events of Default and Certain Rights Upon an Event of Default," 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 TRUSTS

The obligations of the Company, Procor and the Pass Through Trustee with
respect to a Trust will terminate upon the distribution to Certificateholders of
such Trust of all amounts required to be distributed to them pursuant to the
Basic Agreement and the applicable Trust Supplement and the disposition of all
property held in such Trust. The Pass Through Trustee will mail to each
Certificateholder of record of such Trust notice of the termination of such
Trust, the amount of the proposed final payment and the proposed date for the
distribution of such final payment for such Trust. The final distribution to any
Certificateholder of such 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

In the event that, on the date of issuance of any Pass Through
Certificates, all of the proceeds from the sale of such Pass Through
Certificates are not used to purchase the Equipment Notes or ETCs contemplated
to be held in the related Trust, such Equipment Notes or ETCs may be purchased
by the Pass Through Trustee at any time on or prior to the date specified in the
applicable Prospectus Supplement. In such event, the Pass Through Trustee will
hold the proceeds from the sale of such Pass Through Certificates not used to
purchase Equipment Notes or ETCs in an escrow account pending the purchase of
the Equipment Notes or ETCs not so purchased. Such proceeds will be invested in
Specified Investments at the direction and risk of, and for the account of, the
Company. Earnings on Specified Investments in the escrow account for each Trust
will be paid to the Company periodically, and the Company will be responsible
for any losses realized on such Specified Investments. (Section 2.2)

On the Regular Distribution Date occurring after the issuance of such Pass
Through Certificates, the Company will pay to the Pass Through Trustee an amount
equal to the interest that would have accrued on any Equipment Notes or ETCs
which are purchased after the date of the issuance of such Pass Through
Certificates from the date of the issuance of such Pass Through Certificates to,
but excluding, the date of the purchase of such Equipment Notes or ETCs by the
Pass Through Trustee. (Section 2.2)

To the extent that Equipment Notes or ETCs are not purchased by the Pass
Through Trustee on or prior to the date specified in the applicable Prospectus
Supplement, the unexpended proceeds from the sale of such Pass Through
Certificates, together with interest thereon at the rate applicable to such Pass
Through Certificates, will be distributed to the holders of such Pass Through
Certificates as a Special Payment.

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THE PASS THROUGH TRUSTEE

Unless otherwise specified in the applicable Prospectus Supplement, Harris
Trust and Savings Bank ("Harris Bank") will be the Pass Through Trustee for each
of the 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 Basic Agreement, the Trust Supplements, the Pass Through
Certificates, the Equipment Notes, the Indentures, the Leases, the ETCs, the
Equipment Trust Agreements or other related documents. (Section 7.4) Unless
otherwise specified in a Prospectus Supplement, Harris Bank will also be the
Indenture Trustee under the Indentures pursuant to which the Equipment Notes are
issued and the equipment trust trustee under the Equipment Trust Agreements
pursuant to which the ETCs are issued.

Under certain circumstances, the Pass Through Trustee could be faced with a
potential conflict of interest as a result of its acting as trustee of one or
more Trusts, as Indenture Trustee with respect to the Equipment Notes and as
Equipment Trust Trustee with respect to the ETCs. In such event, the Pass
Through Trustee either would be required pursuant to the provisions of the Trust
Indenture Act of 1939 to resign as trustee of one or all of the Trusts or has
indicated that it would voluntarily so resign as trustee. See "-- Events of
Default and Certain Rights Upon an Event of Default."

Harris Bank serves as trustee under an Equipment Trust Agreement, dated as
of November 15, 1990, between the Company and Harris Bank and under an
Indenture, dated as of January 15, 1997, between the Company and Harris Bank. In
addition, Harris Bank provides customary banking services to the Company and
certain of its affiliates.

The Pass Through Trustee may resign with respect to any or all of the
Trusts at any time, in which event the Company will be obligated to appoint a
successor trustee. If the Pass Through Trustee ceases to be eligible to continue
as Trustee with respect to a Trust or becomes incapable of acting as Trustee or
becomes insolvent, the Company may remove such Trustee. In addition, any holder
of Pass Through Certificates of such Trust for at least six months may in such
circumstances, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of such Trustee and the
appointment of a successor trustee. Any resignation or removal of the Pass
Through Trustee with respect to a Trust and appointment of the successor trustee
for such 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 with respect to each Trust. All references in
this Prospectus to the Pass Through Trustee are to the trustee acting in such
capacity under each of the Trusts and should be read to take into account the
possibility that each of the Trusts could have a different successor trustee in
the event of such a resignation or removal.

The Basic Agreement provides that the Company will pay the Pass Through
Trustee's fees and expenses and will indemnify the Pass Through Trustee in
accordance with the Participation Agreement with respect to certain taxes. To
the extent not indemnified by the Company with respect to such taxes, the Pass
Through Trustee may be entitled to be reimbursed by the applicable Trust.
(Section 7.7)

DESCRIPTION OF THE EQUIPMENT NOTES

The statements under this caption are summaries and do not purport to be
complete. Except as otherwise indicated below or as described in the applicable
Prospectus Supplement, the following summaries will apply to the Equipment
Notes, the Indenture, the Lease and the Participation Agreement relating to each
Equipment Group. Additional provisions with respect to the Equipment Notes, the
Indentures, the Leases and the Participation Agreements relating to any
particular Equipment Group will be described in the applicable Prospectus
Supplement.

GENERAL

Each Equipment Note issued under the same Indenture will relate to a single
Equipment Group. The Equipment Notes with respect to each Equipment Group will
be issued under a separate Indenture between

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the related Indenture Trustee and the Owner Trustee of a trust for the benefit
of the Owner Participant which is the beneficial owner of such Equipment Group.

The Equipment Notes will be nonrecourse obligations of the related Owner
Trustee. Except in certain circumstances involving the Company's purchase of
Equipment Units and the assumption of the Equipment Notes related thereto, the
Equipment Notes will not be direct obligations of, or guaranteed by, the
Company; however, the Company will be obligated to make or cause to be made
rental and other payments to the related Owner Trustee under the Lease of the
related Equipment Group in amounts that will be at least sufficient to pay when
due all payments required to be made on the Equipment Notes issued with respect
to such Equipment Group. The Company's rental obligations under each Lease will
be general obligations of the Company.

PRINCIPAL AND INTEREST PAYMENTS

Interest paid on the Equipment Notes held in each Trust will be passed
through to the Certificateholders of such Trust on the dates and at the rate per
annum set forth in the applicable Prospectus Supplement until the final
distribution date for such Trust. Principal paid on the Equipment Notes held in
each Trust will be passed through to the Certificateholders of such Trust in
scheduled amounts on the dates set forth in the applicable Prospectus Supplement
until the final distribution date for such Trust.

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

PREPAYMENTS

The applicable Prospectus Supplement will describe the circumstances,
whether voluntary or involuntary, under which the related Equipment Notes may be
prepaid or purchased, the premium, if any, related to certain prepayments or
purchases and other terms applying to prepayments or purchases of such Equipment
Notes.

SECURITY

The Equipment Notes issued with respect to an Equipment Group will be
secured by (i) an assignment by the related Owner Trustee to the related
indenture Trustee of such Owner Trustee's rights (except for certain limited
rights described in the Prospectus Supplement) under the Lease with respect to
such Equipment Group, including the right to receive payments of rent thereunder
and (ii) a perfected security interest to such Indenture Trustee in such
Equipment Group, subject to the rights of the Company under such Lease. Unless
and until an Indenture Event of Default with respect to an Equipment Group has
occurred and is continuing, the Indenture Trustee may not exercise the rights of
the Owner Trustee under the related Lease, except the right to receive payments
of rent due thereunder.

The Equipment Notes issued under different Indentures will not be
cross-collateralized and consequently the Equipment Notes issued in respect of
any one Equipment Group will not be secured by any other Equipment Group or the
Lease related to any other Equipment Group.

The Company will be required to file each Indenture, any indenture
supplement, each Lease and any lease supplement with respect to each Equipment
Group with the Surface Transportation Board and will be further required to
deposit such documents with the Registrar General of Canada under the Railway
Act of Canada and to publish notice of such deposit in accordance with such Act.
The filing with the Surface Transportation Board will give the Indenture Trustee
a perfected security interest in each Equipment Unit in such Equipment Group
whenever it is located in the United States and in the Lease. Such deposit and
publication in Canada will be done in order to protect the lien of the Indenture
Trustee in and to the Lease and the Equipment Units subject to the Indenture in
Canada or any province or territory thereof, to the extent provided for in the
Railway Act of Canada.

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<PAGE> 20

Each Equipment Unit may be operated by the Company or, subject to certain
limitations, under sublease or interchange arrangements in the United States,
Canada or Mexico. The extent to which the Indenture Trustee's security interest
would be recognized in an Equipment Unit located in countries other than the
United States is uncertain.

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

The Company will be obligated, at its cost and expense, to maintain, repair
and keep each Equipment Unit in accordance with prudent industry maintenance
practices and in compliance in all material respects with all laws and
regulations.

LIMITATION OF LIABILITY

Except in certain circumstances involving the Company's purchase of
Equipment Units and the assumption of the Equipment Notes related thereto, the
Equipment Notes will not be direct obligations of, or guaranteed by, the Company
or the Owner Trustees. None of the Owner Trustees, the Owner Participants or the
Indenture Trustees, or any affiliates thereof, will be personally liable to any
holder of an Equipment Note or, in the case of the Owner Trustees and the Owner
Participants, to the Indenture Trustees for any amounts payable under the
Equipment Notes or, except as provided in each Indenture, for any liability
under such Indenture. Except in the circumstances described above, all payments
of principal of, premium, if any, and interest on Equipment Notes issued with
respect to any Equipment Group (other than payments made in connection with an
optional prepayment or purchase by the related Owner Trustee) will be made only
from the assets subject to the lien of the Indenture with respect to such
Equipment Group or the income and proceeds received by the related Indenture
Trustee therefrom (including rent payable by the Company under the Lease with
respect to such Equipment Group).

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

INDENTURE EVENTS OF DEFAULT AND REMEDIES

The applicable Prospectus Supplement will describe the Indenture Events of
Default under the related Indentures, the remedies that the Indenture Trustee
may exercise with respect to the related Equipment Group, either at its own
initiative or upon instruction from holders of the related Equipment Notes, and
other provisions relating to the occurrence of an indenture Event of Default and
the exercise of remedies. There will be no cross-default provisions in the
Indentures and events resulting in an indenture Event of Default under any
particular Indenture (or a default under any other indebtedness of the Company)
will not necessarily result in an Indenture Event of Default under any other
Indenture.

In the event of the bankruptcy of an Owner Participant, it is possible
that, notwithstanding that the related Equipment Group is owned by an Owner
Trustee in trust, such Equipment Group and its Lease and the Equipment Notes
related thereto might become part of the bankruptcy proceeding. In such event,
payments on such Equipment Notes might be interrupted and the ability of the
Indenture Trustee to exercise its remedies under the applicable Indenture might
be restricted, although the Indenture Trustee would retain its status as a
secured creditor in respect of such Lease and the related Equipment Group. In
addition, in the event of an Owner Participant bankruptcy, the estate might seek
court approval to reject the related Lease as an executory contract. Such a
Lease rejection, if successful, would leave the Indenture Trustee as a secured
creditor in respect of the related Equipment Group with a claim for damages
against the estate.

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THE LEASES

The following provisions will be applicable unless otherwise disclosed in
the Prospectus Supplement.

TERM AND RENTALS. Each Equipment Group will be leased separately by the
related Owner Trustee to the Company for a term commencing on the delivery date
thereof to such Owner Trustee and expiring on a date not earlier than the latest
maturity date of the Equipment Notes issued with respect to such Equipment Group
unless previously terminated as permitted by the related Lease. The basic rental
payments by the Company under each Lease will be payable on the dates specified
in the applicable Prospectus Supplement, and will be assigned by the Owner
Trustee under the related Indenture to provide the funds necessary to make
payments of principal and interest due from such Owner Trustee on the Equipment
Notes issued under such Indenture. Although in certain cases the basic rental
payments under the Leases may be adjusted, under no circumstances will rental
payments be less than the scheduled payments of principal and interest on the
Equipment Notes issued under the Indenture relating to such Lease. The balance
of any basic rental payments under each Lease, after payment of the scheduled
principal and interest on the Equipment Notes issued under the Indenture
relating to such Lease, will be paid over to the related Owner Trustee. The
Company's obligation to pay rent and to cause other payments to be made under
each Lease will be a general obligation of the Company.

NET LEASE. The Company's obligations in respect of each Equipment Group
leased to the Company by an Owner Trustee will be those of a lessee under a "net
lease." Accordingly, the Company will be obligated, at its cost and expense, to
maintain, repair and keep each Equipment Unit in any such Equipment Group in
accordance with prudent industry maintenance practices and in compliance in all
material respects with all laws and regulations and consistent with maintenance
practices used by the Company in respect of equipment owned or leased by the
Company similar in type to such Equipment Unit. 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. The Company reserves the right to contest the
validity or applicability of any required alterations, replacements or
modifications. The Company shall have the right to make alterations,
modifications and improvements with respect to each Equipment Unit in any such
Equipment Group, provided that no such alteration, modification or improvement
shall materially diminish the fair market value, utility or remaining economic
useful life of such Unit.

INSURANCE. Unless waived or otherwise excused by the terms of any Lease,
the Company will be required, at its own expense, to 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. The Company does not maintain
casualty insurance with respect to the Equipment.

LEASE EVENTS OF DEFAULT; REMEDIES. The applicable Prospectus Supplement
will describe the Lease Events of Default under the related Lease, the remedies
that the Owner Trustee, or Indenture Trustee as assignee of the Owner Trustee,
may exercise with respect to an Equipment Group, and other provisions relating
to the occurrence of a Lease Event of Default and the exercise of remedies.

Lease Events of Default under each Lease will include, among other things,
(a) failure by the Company to make rental payments under the Lease, (b) failure
to maintain insurance as required by the Lease, (c) use of the Equipment Group
in contravention of the Lease, (d) breach of any representation or warranty made
by the Company in the Lease or in the related Participation Agreement and (e)
the occurrence of certain events of bankruptcy, reorganization or insolvency of
the Company. Upon the occurrence of a Lease Event of Default under any Lease,
the related Indenture Trustee, as assignee of the related Owner Trustee's rights
under such Lease, will be entitled to repossess the Equipment Units and use or
sell such Equipment Units free and clear of the Company's rights therein.

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<PAGE> 22

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

The Company is not a railroad, and the protections against the automatic
stay in bankruptcy under Section 1168 of the Bankruptcy Code which are granted
to lessors, conditional vendors and purchase money financiers of rolling stock
to a common carrier by railroad will not be available to an Indenture Trustee
upon the occurrence of a Lease Event of Default.

THE PARTICIPATION AGREEMENTS

The Company will be required to indemnify the Pass Through Trustee, each
Indenture Trustee, each Owner Participant and each Owner Trustee for certain
losses and claims and for certain other matters. Each Owner Participant will be
required to discharge certain liens or claims on or against the assets subject
to the lien of the related Indenture that arise out of any act of or failure to
act by or claim against such Owner Participant. Subject to certain restrictions,
each Owner Participant may transfer its interest in the related Equipment Group.

DESCRIPTION OF THE ETCS

The statements under this caption are summaries only of the ETCs and the
Equipment Trust Agreements under which they will be issued and do not purport to
be complete. This summary makes use of terms to be defined in the Equipment
Trust Agreements, the forms of which have been filed as exhibits to the
Registration Statement of which this Prospectus is a part. Additional provisions
relating to any particular ETCs will be described in the applicable Prospectus
Supplement.

GENERAL

The ETCs will be limited to the aggregate principal amount set forth in the
applicable Equipment Trust Agreement. The ETCs will be issued against the
deposit with the Equipment Trust Trustee by the Pass Through Trustee of like
amounts of Deposited Cash. Each ETC will represent an interest equal to its
principal amount in the trust created under the applicable Equipment Trust
Agreement.

PRINCIPAL AND INTEREST PAYMENTS

Interest paid on the ETCs held in each Trust will be passed through to the
Certificateholders of such Trust on the dates and at the rate per annum set
forth in the applicable Prospectus Supplement until the final distribution date
for such Trust. Principal paid on the ETCs held in each Trust will be passed
through to the Certificateholders of such Trust in scheduled amounts on the
dates set forth in the applicable Prospectus Supplement until the final
distribution date for such Trust.

If any date scheduled for any payment of principal of, premium, if any, or
interest on the ETCs is not a Business Day, such payment may be made on the next
succeeding Business Day without any additional interest.

GUARANTIES

The Company will fully and unconditionally guarantee (i) the payment as and
when due of the principal of and interest on each Company ETC and (ii) the due
and punctual distribution to Certificateholders of principal and interest
payable in respect of each Procor ETC and the performance by Procor of its
obligations under each Procor Equipment Trust Agreement. Procor will fully and
unconditionally guarantee the payment as and when due of the principal of and
interest on each Procor ETC.

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PREPAYMENT

The applicable Prospectus Supplement will describe the circumstances,
whether voluntary or involuntary, under which the related ETCs may be prepaid or
purchased, the premium (if any) related to certain prepayments or purchases and
other terms applying to prepayments or purchases of such ETCs.

SECURITY

Except as otherwise set forth in the applicable Prospectus Supplement, the
applicable Equipment Trust Agreement will provide for the sale by the Company or
Procor to the Equipment Trust Trustee, as trustee for the holders of ETCs, of
railway tank cars and other rail cars (the "Trust Equipment") of the types used
in the Company's or Procor's business having an estimated cost of not less than
125% of the principal amount of the related ETC. 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.

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, as the purchase price for such Trust Equipment, out of Deposited
Cash an amount which will not exceed 80% of the aggregate cost (without
deduction for depreciation) of such Trust Equipment (or such other percentage as
may be set forth in the applicable Prospectus Supplement). The balance of the
cost will be paid by the Equipment Trust Trustee from advance rentals required
by the applicable Equipment Trust Agreement to be paid to the Equipment Trust
Trustee by the Company or Procor, as applicable. The advance rental shall equal
the amount by which the aggregate cost of the Trust Equipment exceeds the net
proceeds of the sale of the ETCs. 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.

Each Equipment Trust Agreement will contain provisions requiring the
Company or Procor, as applicable, to cause such agreements and each supplement
thereto, promptly after the execution and delivery thereof, to be recorded with
the Surface Transportation Board and the Registrar General of Canada. In
addition, the Company or Procor, as applicable, 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 neither the Company
nor Procor will 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 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.

Each Company Equipment Trust Agreement will provide for the lease to the
Company of all the Trust Equipment subject to such agreement for a period
specified in the applicable Prospectus Supplement. 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 applicable Company ETC, as
well as all the expenses of the trust created under the Equipment Trust
Agreement and certain other charges. At the termination of the lease and after
all payments due or to become due from the Company under the Equipment 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 trust shall vest in the Company.

Each Procor Equipment 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
specified in the applicable Prospectus Supplement. The payments in respect of
the purchase of the Trust Equipment and other amounts payable will be sufficient
to enable the Equipment Trust

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Trustee to pay when due the principal of and interest on the applicable Procor
ETC, as well as all the expenses of the trust created under the Equipment Trust
Agreement and certain other charges. After all payments due or to become due
from Procor under the Equipment 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 trust shall vest in Procor.

Each Equipment 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 the
applicable Equipment Trust Agreement.

The Trust Equipment subject to any Company Equipment Trust Agreement will
not secure the payment of a Company ETC issued under any other Company Equipment
Trust Agreement or of any Procor ETC, nor will the Trust Equipment subject to
any Procor Equipment Trust Agreement secure the payment of a Procor ETC issued
under any other Procor Equipment Trust Agreement or of any 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"). Each
Equipment Trust Agreement will provide that, whenever Trust Equipment having a
value specified therein 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 or convey to the
Equipment Trust Trustee additional Equipment having a value not less than the
value of the Trust Equipment suffering the Casualty Occurrence.

Each Equipment 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 125% of the aggregate principal
amount of the Company ETC or the Procor ETC (or such other percentage as may be
specified in the applicable Prospectus Supplement), the Equipment Trust Trustee,
upon request of the Company or Procor, as applicable, shall release Trust
Equipment from the relevant trust having an aggregate cost of not more than the
amount of such excess.

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

INFORMATION CONCERNING THE EQUIPMENT TRUST TRUSTEE

Harris Bank will be the Equipment Trust Trustee under each Equipment Trust
Agreement. Harris Bank 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 EVENTS OF DEFAULT AND PROVISIONS RELATING THERETO

Equipment Trust Events of Default will be defined in each Equipment Trust
Agreement as being: default for more than 10 Business Days in the payment of any
rental payable under a Company Equipment Trust Agreement or any amount payable
under a Procor Equipment Trust Agreement; any unauthorized assignment or
transfer of the Company's or Procor's rights under the applicable Equipment
Trust Agreement, continuing as provided therein; any unauthorized transfer,
sublease or parting with the possession of any Trust Equipment, continuing as
provided therein; any failure or refusal to perform any other covenant in such
Equipment Trust Agreement for the shorter of (i) 60 days after the Equipment
Trust Trustee shall have

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demanded in writing such performance and (ii) 30 days after the Company or
Procor, as applicable, has knowledge of any such failure; certain events of
bankruptcy; or the termination of the lease provided for in a Company Equipment
Trust Agreement or the security interest provided for in a Procor Equipment
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,
as applicable, 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 an Equipment Trust Agreement, such receiver or
trustee shall not be discharged or duly assume the Company's or Procor's
obligations under such agreement. (Section 4.09) In addition, (i) each Company
Equipment Trust Agreement which relates to the issuance of a Company ETC to the
same Trust that is concurrently acquiring a Procor ETC will provide that a
failure by the Company to perform in respect of the Procor ETC will constitute
an Equipment Trust Event of Default under such Company Equipment Trust Agreement
and (ii) each Procor Equipment Trust Agreement will provide that certain events
of bankruptcy of the Company will constitute an Equipment Trust Event of Default
under such Procor Equipment Trust Agreement. Each Equipment Trust Agreement will
provide that the Equipment Trust Trustee shall, promptly after the occurrence of
any Equipment Trust Event of Default thereunder known to it, give to the holders
of the related Company ETC 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 a Company Equipment 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 a Procor Equipment Trust Agreement
would be subject to the provisions of the Canadian federal Bankruptcy and
Insolvency Act and the Companies' Creditors Arrangement Act and applicable
provincial legislation which governs the manner in which creditors can enforce
interests in the assets of a debtor.

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

The right of any holder of a Company ETC or a Procor ETC to institute
action for any remedy under a Company Equipment Trust Agreement or a Procor
Equipment Trust Agreement (except such holder's right to enforce payment of the
principal of and interest on a Company ETC or a 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 such
Company ETC or 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)

Each Company Equipment Trust Agreement and Procor Equipment Trust Agreement
will require the annual filing by the Company or Procor, as applicable, with the
Equipment Trust Trustee of a certificate as to

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the absence of default and as to compliance with the terms of the relevant
equipment trust agreement. (Section 4.08)

ERISA CONSIDERATIONS

Unless otherwise indicated in the applicable Prospectus Supplement, 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 (as hereinafter defined). Employee benefit
plans which are governmental plans (as defined in Section 3(32) 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.

MATERIAL FEDERAL INCOME TAX CONSEQUENCES

The statements of law and legal conclusions contained in the following
discussion set forth the opinion of Neal, Gerber & Eisenberg, counsel to the
Company, with respect to 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
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 "Material 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

In the opinion of Neal, Gerber & Eisenberg, based upon an interpretation of
analogous authorities under currently applicable law, the Trusts will not be
classified as associations taxable as a corporation, but rather each will be
classified as grantor trusts for purposes of Sections 671 through 679 of the
Internal Revenue Code of 1986, as amended (the "Code"), and each Certificate
Owner of a Trust will be treated as the owner of a pro rata undivided interest
in each of the Equipment Notes, ETCs, if any, or any other property held in such
Trust.

Each Certificate Owner of a Trust will be required to report on its federal
income tax return its pro rata share of the entire income from the Equipment
Notes, ETCs, if any, or any other property in such 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.

A purchaser of a Pass Through Certificate should be treated as purchasing
an interest in each Equipment Note, ETC, if any, and any other property in a
Trust at a price determined by allocating the purchase price paid for the Pass
Through Certificate among such Equipment Notes, ETCs and other property in
proportion to their fair market values at the time of purchase of the Pass
Through Certificate. When a Trust has acquired all

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<PAGE> 27

the Equipment Notes, ETCs, if any, and any other property to be held by such
Trust, the purchase price paid for a Pass Through Certificate by an original
purchaser of such certificate will be allocated among such Equipment Notes, ETCs
and any other property in such 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 Trust also held the
underlying Equipment Notes, ETCs, if any, or other property 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 nor the ETCs 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 or ETC, if any, held in a Trust
at a "market discount" to the extent the remaining aggregate principal amount of
such Equipment Note or ETC exceeds the Certificate Owner's tax basis allocable
to such Equipment Note or 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 or 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 (which may include certain of the Equipment
Notes and ETCs), determination of the manner in which market discount is to be
accrued has been left to Treasury regulations not yet issued. Until such
Treasury regulations are issued, the Conference Committee Report to the Tax
Reform Act of 1986 (the "Conference Report") indicates that holders of
installment obligations with market discount may elect to accrue market discount
either (i) on the basis of a constant interest rate or (ii) by treating as
accrued market discount an amount equal to total remaining market discount times
a fraction, the numerator of which is the amount of stated interest paid in the
accrual period and the denominator of which is the total amount of stated
interest remaining to be paid on the installment obligation as of the beginning
of such period.

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<PAGE> 28

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 or ETC, if any, held in a 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 or 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 or
ETC. Generally, such amortization is on a constant yield basis. However, in the
case of installment obligations, the Conference Report indicates a Congressional
intent that amortization will be in accordance with the same rules that will
apply to the accrual of market discount on installment obligations (see the
discussion above).

In the case of obligations that may be called at a premium prior to
maturity, 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.

MATERIAL CANADIAN TAX CONSEQUENCES

The following is, as of the date hereof, the opinion of Osler, Hoskin &
Harcourt, Canadian counsel to the Company and Procor, with respect to the
material Canadian federal income tax consequences to a Certificate Owner of the
purchase of a Pass Through Certificate pursuant to this Prospectus and the
applicable Prospectus Supplement where the property of the Trust includes a
Procor ETC and where at all relevant times for purposes of the Income Tax Act
(Canada) (the "Tax Act") the Pass Through Trustee, the Equipment Trustee in
respect of the Procor ETC and the Certificate Owner are not, and are not deemed
to be, resident in Canada and deal at arm's length with Procor (within the
meaning of the Tax Act). 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.

This summary is based on the current provisions of the Tax Act and the
regulations thereunder, counsel's understanding of the current published
administrative practices 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.
Additional Canadian federal income tax considerations may be described in the
applicable Prospectus Supplement.

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<PAGE> 29

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 should consult their own tax
advisors with respect to their particular circumstances.

In the opinion of Osler, Hoskin & Harcourt, as of the date hereof, provided
that (a) none of the interest paid on the unpaid principal of a Procor ETC is
contingent or dependent on the use of or production from property in Canada or
is computed by reference to revenue, profit, cash, commodity price or any other
similar criterion or by reference to dividends paid or payable to shareholders
of any class of shares of the capital stock of a corporation, and (b) the Procor
ETC is issued in circumstances whereby Procor may not under any circumstances be
obliged to pay more than 25% of the principal amount of the single debt issue
that includes the particular Procor ETC within five years from the date of issue
of the last obligation of the single debt issue (except in the event of failure
or default under the terms of the obligations, or if the terms of the
obligations or any agreement relating thereto become unlawful or have changed by
virtue of legislation or by a court, statutory board or commission, or if they
are convertible into certain securities) the payment of the unpaid principal
amount of, and interest on the unpaid principal amount of, a Procor ETC by
Procor to a Pass Through Trustee and the payment of the unpaid principal amount
of, and interest on the unpaid principal amount of, a Pass Through Certificate
by a Pass Through Trustee to a Certificate Owner, will be exempt from Canadian
non-resident withholding tax.

In the opinion of Osler, Hoskin & Harcourt, as of the date hereof, provided
the Pass Through Trustee, the Equipment Trust Trustee and the Certificate Owner
do not use or hold, and are not deemed to use or hold, the Procor ETC, the
conditional sales agreements in respect of the Procor ETC, and the Pass Through
Certificate, as the case may be, in carrying on business in Canada for purposes
of the Tax Act, and in the case of a Certificate Owner who carries on an
insurance business in Canada and elsewhere the Certificate Owner establishes at
the relevant time that the Pass Through Certificate is not effectively connected
with such insurance business in Canada, no other taxes on income (including
taxable capital gains) will be payable under the Tax Act in respect of the
holding or disposition of, or the receipt of interest on the unpaid principal
of, a Procor ETC by the Pass Through Trustee and the holding or disposition of,
or the receipt of interest on the unpaid principal of, a Pass Through
Certificate by a Certificate Owner.

CERTAIN ILLINOIS TAXES

The Pass Through Trustee is an Illinois banking corporation 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) the Trusts will not be subject to any tax
(including, without limitation, net or gross income, tangible or intangible
property, net worth, capital, franchise or doing business tax), fee or other
governmental charge under the laws of the State of Illinois or any political
subdivision thereof and (ii) Certificate Owners who are not residents of or
otherwise subject to tax in Illinois will not be subject to any tax (including,
without limitation, net or gross income, tangible or intangible property, net
worth, capital, franchise or doing business tax), fee or other governmental
charge under the laws of the State of Illinois or any political subdivision
thereof solely as a result of purchasing, holding (including receiving payments
with respect to) or disposing of a Pass Through Certificate, except to the
extent (a) the Indenture Trustee forecloses on the Equipment and any of the
Equipment is located in Illinois, (b) the Equipment Trust Trustee forecloses on
the Trust Equipment and any of the Trust Equipment is located in Illinois or (c)
the Indenture Trust, the trust created under a Company Equipment Trust Agreement
or under a Procor Equipment Trust Agreement, or the Pass Through Trust, as
applicable, engages in business in Illinois as a result of such foreclosure.
Neither the Trusts nor the Certificate Owners will be indemnified for any state
or local taxes imposed on them, the imposition of which on a Trust could reduce
the amounts available for distribution to the Certificate Owners of such Trust.
In general, should a Certificate Owner or a 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.

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PLAN OF DISTRIBUTION

The Company may sell the Pass Through Certificates being offered hereby:
(i) through agents, (ii) to or through underwriters, (iii) through dealers or
(iv) through a combination of any such methods of sale.

The distribution of the Pass Through Certificates may be effected from time
to time in one or more transactions either (i) at a fixed price or prices, which
may be changed, or (ii) at market prices prevailing at the time of sale, or
(iii) at prices related to such prevailing market prices, or (iv) at negotiated
prices.

Offers to purchase the Pass Through Certificates may be solicited by agents
designated by the Company from time to time. Any such agent, which may be deemed
to be an underwriter as that term is defined in the Securities Act, involved in
the offer or sale of the Pass Through Certificates in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company to such agent will be set forth, in the applicable Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its appointment.

If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms of the transaction,
including commissions, discounts and other compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement, which will be
used by the underwriters to make resales of the Pass Through Certificates in
respect of which this Prospectus is delivered to the public.

If a dealer is utilized in the sale of the Pass Through Certificates in
respect of which this Prospectus is delivered, the Company or the Pass Through
Trustee, as the case may be, will sell such Pass Through Certificates to the
dealer, as principal. The dealer may then resell such Pass Through Certificates
to the public at varying prices to be determined by such dealer at the time of
resale.

Underwriters, dealers, agents and other persons may be entitled, under
agreements which may be entered into with the Company, to indemnification
against certain civil liabilities, including liabilities under the Securities
Act.

Underwriters, dealers and agents may be customers of, engage in
transactions with or perform services for the Company in the ordinary course of
business.

LEGAL OPINIONS

Unless otherwise indicated in the Prospectus Supplement to this Prospectus,
the validity of the Pass Through Certificates will be passed upon for the
Company by Neal, Gerber & Eisenberg, Chicago, Illinois, and for any underwriters
or agents, 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 Harris Trust and Savings Bank as to matters relating to the
authorization, execution, authentication, issuance and delivery of the Pass
Through Certificates under the Basic Agreement.

EXPERTS

The consolidated financial statements and related schedules of Union Tank
Car Company appearing in Union Tank Car Company's Annual Report (Form 10-K/A)
for the year ended December 31, 1995, 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.

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APPENDIX I

GLOSSARY OF CERTAIN TERMS

The following is a glossary of certain terms used in this Prospectus
relating to the Pass Through Certificates. The definitions of terms used in this
glossary that are also used in the Basic Agreement, Trust Supplements,
Indentures, Leases or Participation Agreements are qualified in their entirety
by reference to the definitions of such terms contained therein. Additional
terms or changes in the terms defined below may appear in the applicable
Prospectus Supplement.

"Basic Agreement" means the Pass Through Trust Agreement, dated as of
January 15, 1997, among the Company, Procor and the Pass Through Trustee.

"Business Day," when used with respect to the Pass Through Certificates of
any series, means any day other than a Saturday, a Sunday, or a day on which
commercial banking institutions in New York, New York, Chicago, Illinois or a
city and state in which the Pass Through Trustee or any related Indenture
Trustee maintains its Corporate Trust Office are authorized or obligated by law,
regulation or executive order to be closed.

"Certificate Account" means the one or more non-interest-bearing accounts
established and maintained by the Pass Through Trustee pursuant to the Basic
Agreement on behalf of the Certificate holders of each Trust for the deposit of
payments representing Scheduled Payments on the Equipment Notes held in such
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 the Person in whose name a Pass Through
Certificate is registered.

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

"Commission" means the Securities and Exchange Commission.

"Company ETC" means each of the equipment trust certificates to be issued
pursuant to an Equipment Trust Agreement between the Company and the Equipment
Trust Trustee.

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

"Equipment Group" means all the railcars (which may include various types
or categories of standard gauge rolling stock) in respect of which a particular
series of Equipment Notes is issued.

"Equipment Trust Agreement" means an equipment trust agreement between the
Company or Procor, as applicable, and the Equipment Trust Trustee.

"Equipment Trust Event of Default" means each of the events designated as
an Event of Default in an Equipment Trust Agreement, as described in the
applicable Prospectus Supplement.

"Equipment Trust Trustee" means, unless otherwise specified in a Prospectus
Supplement, Harris Trust and Savings Bank, in its capacity as trustee under an
Equipment Trust Agreement, and each other person which may from time to time act
as successor trustee under such agreement.

"Equipment Unit" or "Unit" means an individual railcar.

"Event of Default" means, with respect to the Equipment Notes held in any
Trust, the occurrence and continuance of an Indenture Event of Default under one
or more of the related Indentures.

"Indenture" means each of the separate trust indenture and security
agreements entered into from time to time between an Owner Trustee and an
Indenture Trustee with respect to the issuance of Leased Equipment Notes, as
each such agreement may be amended or supplemented in accordance with its
respective terms.

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<PAGE> 32

"Indenture Event of Default" means each of the events designated as an
event of default in an Indenture, as described in the applicable Prospectus
Supplement.

"Indenture Trustee," when used with respect to any Equipment Note or the
Indenture applicable thereto, means, unless otherwise specified in a Prospectus
Supplement, Harris Trust and Savings Bank, and any successor to such Indenture
Trustee as such trustee.

"Lease" means each of the lease agreements entered into with respect to
Equipment Units between an Owner Trustee and the Company, as each such lease
agreement may from time to time be amended or supplemented.

"Lease Event of Default" means each of the events designated as an event of
default in a Lease, as described in the applicable Prospectus Supplement.
"Leased Equipment" means each Equipment Group leased by an Owner Trustee to the
Company pursuant to a Lease.

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

"Owner Trustee," when used with respect to any Equipment Note or the
Indenture applicable thereto or the Lease related thereto, means the "Owner
Trustee" referred to in the applicable Indenture, not in its individual capacity
but solely as trustee; and each other Person which may from time to time be
acting as Owner Trustee in accordance with the provisions of the applicable
Indenture, Lease or Participation Agreement.

"Participation Agreement" when used with respect to any Equipment Note,
means the note purchase, participation, refinancing or similar agreement or
agreements referred to in the related Indenture, providing for, among other
things, the purchase of Equipment Notes by the Pass Through Trustee.

"Pass Through Certificate" means each of the Pass Through Certificates to
be issued by each of the Trusts pursuant to the Basic Agreement and the related
Trust Supplement.

"Pass Through Trustee" means, unless otherwise specified in a Prospectus
Supplement, Harris Trust and Savings Bank, in its capacity as Pass Through
Trustee under each Trust, and each other person which may from time to time act
as successor Pass Through Trustee under such Trust.

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

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

"Procor ETC" means each of the equipment trust certificates to be issued
pursuant to an Equipment Trust Agreement between Procor and the Equipment Trust
Trustee.

"Regular Distribution Date" means each date on which a Scheduled Payment
will be distributed, as specified in the applicable Prospectus Supplement.

"Scheduled Payment" means each payment of interest or principal on an
Equipment Note scheduled to be received by the Pass Through Trustee on the
Regular Distribution Dates specified in the applicable Prospectus Supplement.

"Special Distribution Date" means each date on which a Special Payment will
be distributed, as specified in the applicable Prospectus Supplement.

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"Special Payment" means (i) any payment of principal, premium, if any, and
interest resulting from the prepayment or purchase of an Equipment Note held in
a Trust, (ii) any payment of principal and interest (including any interest
accruing upon default) on or any other amount in respect of an Equipment Note
held in a Trust upon an Indenture Event of Default in respect of, or upon
acceleration relating to, such Equipment Note, (iii) any payment of principal,
premium, if any, and interest on an Equipment Note which is not in fact paid
within five days of a Regular Distribution Date, (iv) any proceeds from the sale
of any Equipment Note upon an Event of Default, or (v) the amounts available for
distribution from a Trust as a result of the failure to apply such amounts to
the purchase of Equipment Notes on or prior to the date specified in the
applicable Prospectus Supplement.

"Special Payments Account" means the one or more accounts established and
maintained by the Pass Through Trustee pursuant to the Basic Agreement on behalf
of the Certificateholders of each Trust for the deposit of payments representing
Special Payments on the Equipment Notes held in such Trust.

"Specified Investments" when used with respect to any Trust, means, unless
otherwise specified in the related Prospectus Supplement, (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 H such conditions are met) and (iv)
repurchase agreements with any financial institution having a combined capital
and surplus of at least $750,000,000 fully collateralized by obligations of the
type described in clauses (i) through (iii) above; provided that if all of the
above investments are unavailable, the entire amounts to be invested may be used
to purchase Federal funds from an entity described in clause (iii) above; and
provided further that no investment shall be eligible as a "Specified
Investment" unless the final maturity or date of return of such investment is 91
days or less from the date of purchase thereof.

"Trust" means each of the Union Tank Car Company Pass Through Trusts to be
formed pursuant to the Basic Agreement and a Trust Supplement.

"Trust Property" means the Equipment Notes held as the property of a Trust
and all funds from time to time deposited in the related Certificate Account,
the related Special Payments Account and any other account maintained as a part
of such Trust, including any proceeds from the sale by the Pass Through Trustee
of any such Equipment Note in connection with an Event of Default.

"Trust Supplement" means each of the Pass Through Trust Supplements between
the Company and the Pass Through Trustee, pursuant to each of which a Trust is
formed and a series of Pass Through Certificates is issued to evidence
fractional undivided ownership interests in the Trust Property held in such
Trust.

I-3
<PAGE> 34

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 JANUARY 9, 1997

PROSPECTUS

$400,000,000

UNION TANK CAR COMPANY

DEBT SECURITIES

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

Union Tank Car Company, a Delaware corporation (the "Company"), may offer
from time to time, in one or more series, up to $400,000,000 aggregate principal
amount (or the equivalent in foreign currencies or currency units) of its debt
securities ("Debt Securities"), on terms to be determined at the time the Debt
Securities are offered for sale. Unless otherwise provided in a Prospectus
Supplement, the Debt Securities of any series may be represented by a single
global certificate registered in the name of a depository's nominee and, if so
represented, beneficial interests in the global certificate will be shown on,
and transfers thereof will be effected only through, records maintained by the
depository and its participants. Debt Securities may be offered through
underwriters, dealers or agents. The names of any underwriters, dealers or
agents and any compensation to such underwriters, dealers or agents will be set
forth in the Prospectus Supplement.

The terms of the Debt Securities, including, where applicable, the specific
designation, aggregate principal amount, authorized denominations, currencies in
which such Debt Securities are issued or payable, maturity, rate (or manner of
calculation thereof) and time of payment of interest, if any, whether the Debt
Securities are issuable in registered form or bearer form or both, whether any
series of the Debt Securities will be represented by a single global
certificate, any terms for redemption or for sinking fund payments, whether the
Debt Securities are convertible into Debt Securities of a different series, the
initial public offering price, the net proceeds to the Company from the sale of
the Debt Securities and any other specific terms in connection with the offering
and sale of the Debt Securities in respect of which this Prospectus is being
delivered will be set forth in a Prospectus Supplement.

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

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.

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

This Prospectus may not be used to consummate a sale of Debt Securities
unless accompanied by a Prospectus Supplement.

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

The date of this Prospectus is January , 1997.

<PAGE> 35

AVAILABLE INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of Debt
Securities will be added to the general funds of the Company and may be used to
finance the addition of railcars to the Company's fleet and other capital
expenditures, to finance acquisitions, to repay outstanding indebtedness, or for
other corporate purposes or as may be described in a Prospectus Supplement. The
Company has not allocated a specific portion of the proceeds for any particular
use at this time. Pending such use, the net proceeds may be temporarily invested
in short-term securities.

2
<PAGE> 36

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.

DESCRIPTION OF DEBT SECURITIES

The following description sets forth certain general terms and provisions
of the Debt Securities to which any Prospectus Supplement may relate. The
particular terms and provisions of the series of Debt Securities offered by a
Prospectus Supplement, including any additional covenants or changes to existing
covenants relating to such series, and the extent to which such general terms
and provisions described below may apply thereto, will be described in the
Prospectus Supplement relating to such series of Debt Securities.

The Debt Securities are to be issued under an Indenture, dated as of
January 15, 1997, as supplemented (the "Debt Indenture"), between the Company
and Harris Trust and Savings Bank, as Trustee (the "Debt Trustee"). The
following summaries of certain provisions of the Debt Securities and the Debt
Indenture do not purport to be complete and are subject to, and are qualified in
their entirety by reference to, all provisions of the Debt Securities and the
Debt Indenture, including the definitions therein of certain terms. Particular
sections of the Debt Indenture which are relevant to the discussion are cited
parenthetically. Wherever particular sections or defined terms of the Debt
Indenture are referred to, it is intended that such sections or defined terms
shall be incorporated herein by reference. Capitalized terms not otherwise
defined herein shall have the meaning ascribed to such terms in the Debt
Indenture.

GENERAL

The Debt Indenture does not limit the amount of Debt Securities which can
be issued thereunder or the amount of debt which may otherwise be incurred by
the Company, and additional debt securities may be issued under the Debt
Indenture up to the aggregate principal amount which may be authorized from time
to time by, or pursuant to a resolution of, the Company's Board of Directors or
by a supplemental indenture. Reference is made to the Prospectus Supplement for
the following terms, if applicable, of the particular series of Debt Securities
being offered thereby: (i) the title of the Debt Securities of the series; (ii)
any limit upon the aggregate principal amount of the Debt Securities of the
series; (iii) the date or dates on which the principal of the Debt Securities of
the series will be payable; (iv) the rate or rates (or manner of calculation
thereof), if any, at which the Debt Securities of the series will bear interest,
the date or dates from which any such interest will accrue and on which such
interest will be payable, and, with respect to Debt Securities of the series in
registered form, the record date for the interest payable on any interest
payment date; (v) the place or places where the principal of and interest, if
any, on the Debt Securities of the series will be payable; (vi) any redemption
or sinking fund provisions; (vii) the denominations in which Debt Securities of
the series shall be issuable; (viii) if other than the principal amount thereof,
the portion of the principal amount of Debt Securities of the series which will
be payable upon declaration of acceleration of the maturity thereof; (ix)
whether the Debt Securities of the series will be issuable in registered or
bearer form or both, any

3
<PAGE> 37

restrictions applicable to the offer, sale or delivery of Debt Securities in
bearer form ("bearer Debt Securities") and whether and the terms upon which
bearer Debt Securities will be exchangeable for Debt Securities in registered
form ("registered Debt Securities") and vice versa; (x) any provisions relating
to the conversion of Debt Securities of the series into Debt Securities of a
different series; (xi) whether and under what circumstances the Company will pay
additional amounts on the Debt Securities of the series held by a person who is
not a U.S. person (as defined below) in respect of taxes or similar charges
withheld or deducted and, if so, whether the Company will have the option to
redeem such Debt Securities rather than pay such additional amounts; (xii) the
currencies in which payments of interest, premium or principal are payable with
respect to such Debt Securities; (xiii) whether the Debt Securities of any
series will be issued as one or more Global Securities; (xiv) whether Debt
Securities of the series will be issuable in Tranches; and (xv) any additional
provisions or other terms not inconsistent with the provisions of the Debt
Indenture, including any terms which may be required by or advisable under
United States laws or regulations or advisable in connection with the marketing
of Debt Securities of such series. (Section 2.1 and 2.2) To the extent not
described herein, principal and interest, if any, will be payable, and the Debt
Securities of a particular series will be transferable, in the manner described
in the Prospectus Supplement relating to such series. "Principal" when used
herein includes, when appropriate, the premium, if any, on the Debt Securities.

Each series of Debt Securities will constitute unsecured and unsubordinated
indebtedness of the Company and will rank on a parity with the Company's other
unsecured and unsubordinated indebtedness. There are no covenants or "event
risk" provisions contained in the Debt Indenture that may afford holders of Debt
Securities protection in the event of a highly leveraged transaction involving
the Company.

Debt Securities of any series may be issued as registered Debt Securities
or bearer Debt Securities or both as specified in the terms of the series.
Additionally, Debt Securities of any series may be represented by a single
global note registered in the name of a depository's nominee and, if so
represented, beneficial interests in such global note will be shown on, and
transfers thereof will be effected only through, records maintained by a
designated depository and its participants. Unless otherwise indicated in the
Prospectus Supplement, Debt Securities will be issued in the denomination of
$1,000 and integral multiples thereof and bearer Debt Securities will not be
offered, sold, resold or delivered to U.S. persons in connection with their
original issuance. Debt Securities of any series may be denominated in and
payments of principal and interest may be made in United States dollars or any
other currency, including composite currencies such as the European Currency
Unit. For purposes of this Prospectus, "U.S. person" means a citizen or resident
of the United States, any corporation, partnership or other entity created or
organized in or under the laws of the United States or any political subdivision
thereof, or any estate or trust the income of which is subject to United States
federal income taxation regardless of its source.

To the extent set forth in the Prospectus Supplement, except in special
circumstances set forth in the Debt Indenture, interest on bearer Debt
Securities will be payable only against presentation and surrender of the
coupons for the interest installments evidenced thereby as they mature at a
paying agency of the Company located outside of the United States and its
possessions. (Section 2.5(c)) The Company will maintain such an agency for a
period of two years after the principal of such bearer Debt Securities has
become due and payable. During any period thereafter for which it is necessary
in order to conform to United States tax laws or regulations, the Company will
maintain a paying agent outside of the United States and its possessions to
which the bearer Debt Securities and coupons related thereto may be presented
for payment and will provide the necessary funds therefor to such paying agent
upon reasonable notice. (Section 2.4)

Bearer Debt Securities and the coupons related thereto will be transferable
by delivery. (Section 2.8(f))

If appropriate, United States federal income tax consequences applicable to
a series of Debt Securities will be described in the Prospectus Supplement
relating thereto.

BOOK-ENTRY REGISTRATION

If the Prospectus Supplement so indicates, the Debt Securities will be
represented by one or more certificates (the "Global Securities"). The Global
Securities representing Debt Securities will be deposited with, or on behalf of,
The Depository Trust Company ("DTC") or other successor depository appointed by

4
<PAGE> 38

the Company (DTC or such other depository is herein referred to as the
"Depository") and registered in the name of the Depository or its nominee. Debt
Securities represented by a Global Security will not be issuable in definitive
form.

DTC currently limits the maximum denomination of any single Global Security
to $200,000,000. Therefore, for purposes hereof, "Global Security" refers to the
Global Security or Global Securities representing the entire issue of Debt
Securities of a particular series.

DTC has advised the Company and any underwriters, dealers or agents named
in the Prospectus Supplement as follows: 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 the
provisions of 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-entry changes in accounts of DTC Participants, thereby
eliminating the need for physical movement of securities certificates. DTC
Participants include securities brokers and dealers, banks, trust companies and
clearing corporations. Indirect access to the DTC book-entry system is also
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").

Upon the issuance by the Company of Debt Securities represented by a Global
Security, DTC will credit, on its book-entry registration and transfer system,
the respective principal amounts of the Debt Securities represented by such
Global Security to the accounts of DTC Participants. The accounts to be credited
shall be designated by the underwriters, dealers or agents. Ownership of
beneficial interests in the Global Security will be limited to DTC Participants
and Indirect Participants. Ownership of beneficial interests in Debt Securities
represented by the Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by DTC (with respect
to interests of DTC Participants), or by DTC Participants or Indirect
Participants (with respect to persons other than DTC Participants). The laws of
some states require that certain purchasers of securities take physical delivery
of such securities in definitive form. Such limits and such laws may impair the
ability to transfer beneficial interests in the Global Security.

So long as the Depository for the Global Security, or its nominee, is the
registered owner of the Global Security, the Depository or its nominee, as the
case may be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Debt Indenture.
Except as provided below, owners of beneficial interests in Debt Securities
represented by the Global Security will not be entitled to have Debt Securities
represented by such Global Security registered in their names, will not receive
or be entitled to receive physical delivery of Debt Securities in definitive
form and will not be considered the owners or holders thereof under the Debt
Indenture.

Payments of principal of and interest, if any, on the Debt Securities
represented by the Global Security registered in the name of DTC or its nominee
will be made by the Company through the Debt Trustee under the Debt Indenture or
a paying agent (the "Paying Agent"), which may also be the Debt Trustee under
the Debt Indenture, to DTC or its nominee, as the case may be, as the registered
owner of the Global Security. Neither the Company, the Debt Trustee, nor the
Paying Agent will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of the Global Security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

The Company has been advised that DTC, upon receipt of any payment of
principal or interest in respect of a Global Security, will credit immediately
the accounts of DTC Participants with payment in amounts proportionate to their
respective holdings in principal amount of beneficial interest in such Global
Security as shown on the records of DTC. The Company expects that payments by
DTC Participants to owners of beneficial interests in a Global Security will be
governed by standing customer instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name" and will be the responsibility of such DTC
Participants.

5
<PAGE> 39

If the Depository with respect to a Global Security is at any time
unwilling or unable to continue as Depository and a successor Depository is not
appointed by the Company within 90 days, the Company will issue certificated
notes in exchange for the Debt Securities represented by such Global Security.

The information contained in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Company believes to be
reliable but the Company takes no responsibility for the accuracy thereof.

SAME-DAY SETTLEMENT

If the Prospectus Supplement so indicates, settlement for the Debt
Securities will be made by the underwriters, dealers or agents in immediately
available funds and all payments of principal and interest on the Debt
Securities will be made by the Company in immediately available funds. Secondary
trading in long-term notes and debentures of corporate issuers is generally
settled in clearinghouse or next-day funds. In contrast, the Debt Securities
subject to settlement in immediately available funds will trade in the
Depository's Same-Day Funds Settlement System until maturity, and secondary
market trading activity in such Debt Securities will therefore be required by
the Depository to settle in immediately available funds. No assurance can be
given as to the effect, if any, of settlement in immediately available funds on
trading activity in the Debt Securities.

EXCHANGE OF DEBT SECURITIES

Registered Debt Securities may be exchanged, subject to certain specified
restrictions, for an equal aggregate principal amount of registered Debt
Securities of the same series and date of maturity in such authorized
denominations as may be requested upon surrender of the registered Debt
Securities at an agency of the Company maintained for such purpose and upon
fulfillment of all other requirements of such agent. (Section 2.8(a))

To the extent permitted by the terms of a series of Debt Securities
authorized to be issued in registered form and bearer form, bearer Debt
Securities may be exchanged for an equal aggregate principal amount of
registered or bearer Debt Securities of the same series and date of maturity in
such authorized denominations as may be requested upon surrender of the bearer
Debt Securities with all unpaid coupons relating thereto at an agency of the
Company maintained for such purpose and upon fulfillment of all other
requirements of such agent. (Section 2.8(b)) As of the date of this prospectus,
temporary United States Treasury regulations essentially prohibit exchanges of
registered debt securities for bearer debt securities and, unless such
regulations are modified, the terms of a series of debt securities will not
permit registered debt securities to be exchanged for bearer debt securities.

AMENDMENT AND WAIVER

Subject to certain exceptions, the Debt Indenture and the Debt Securities
may be amended or supplemented by the Company and the Debt Trustee with the
written consent of the holders of a majority in principal amount of the
outstanding Debt Securities of each series affected by the amendment or
supplement (with each series voting as a class), or compliance with any
provision may be waived with the consent of the holders of a majority in
principal amount of the outstanding Debt Securities of each series affected by
such waiver (with each series voting as a class). However, without the consent
of each Securityholder affected, an amendment or waiver may not (i) reduce the
amount of Debt Securities whose holders must consent to an amendment or waiver,
(ii) change the rate of or change the time for payment of interest on any Debt
Security; (iii) change the principal of or change the Stated Maturity of any
Debt Security; (iv) reduce any premium payable upon redemption of any Debt
Security; (v) waive a default in the payment of the principal of or interest on
any Debt Security; (vi) make any Debt Security payable in money other than that
stated in the Debt Security; or (vii) impair the right to institute suit for the
enforcement of any payment on or with respect to any Debt Security. (Section
9.02) The Debt Indenture may be amended or supplemented without the consent of
any Securityholder (i) to cure any ambiguity, defect or inconsistency in the
Debt Indenture or in the Debt Securities of any series; (ii) to provide for the
assumption of all the obligations of the Company

6
<PAGE> 40

under the Debt Securities and any coupons appertaining thereto and under the
Debt Indenture by any corporation in connection with a merger, consolidation, or
transfer or lease of the Company's property and assets substantially as an
entirety, as provided for in the Debt Indenture; (iii) to secure the Debt
Securities; (iv) to provide for uncertificated Debt Securities in addition to or
in place of certificated Debt Securities; (v) to make any change that does not
adversely affect the rights of any Securityholder; (vi) to provide for the
issuance of and establish the form and terms and conditions of a series of Debt
Securities or to establish the form of any certifications required to be
furnished pursuant to the terms of the Debt Indenture or any series of Debt
Securities; or (vii) to add to rights of Securityholders. (Section 9.1)

SUCCESSOR ENTITY

The Company may consolidate with, or merge into, or be merged into, or
transfer or lease its property and assets substantially as an entirety to,
another U.S. corporation which assumes all the obligations of the Company under
the Debt Securities and any coupons appertaining thereto and under the Debt
Indenture if, after giving effect thereto, no default under the Debt Indenture
shall have occurred and be continuing. Thereafter, except in the case of a
lease, all such obligations of the Company shall terminate. (Section 5.1 and
Section 5.2)

DEFEASANCE, SATISFACTION AND DISCHARGE OF THE DEBT SECURITIES PRIOR TO MATURITY

Defeasance. Unless provided for otherwise in the Prospectus Supplement, if
the Company shall deposit with the Debt Trustee, in trust, at or before
maturity, lawful money or direct obligations of the United States of America or
obligations the principal of and interest on which are guaranteed by the United
States of America in such amounts and maturing at such times that the proceeds
of such obligations to be received upon the respective maturities and interest
payment dates of such obligations will provide funds sufficient, in the opinion
of a nationally recognized firm of independent public accountants chosen by the
Company, to pay when due the principal of and interest on the Debt Securities to
maturity (such money or direct obligations of, or obligations guaranteed by, the
United States of America, initially deposited or equivalent cash or securities
subsequently exchanged therefor, to be held as security for the payment of such
principal and interest), then the Company may omit to comply with certain of the
terms of the Debt Indenture as they relate to the Debt Securities, and the Event
of Default described in clause (iv) under the caption "Description of Debt
Securities -- Events of Default," and such other Events of Default as may be set
forth in the Prospectus Supplement. Defeasance of the Debt Securities would be
subject to the satisfaction of certain conditions, including, among others, (i)
the absence of an Event of Default at the date of the deposit, (ii) the
perfection of the holders' interest in such deposit and (iii) that such deposit
would not result in a breach of a material instrument by which the Company is
bound. (Section 8.2)

Satisfaction and Discharge. Upon the deposit of money or securities
contemplated above and the satisfaction of certain conditions, the Company may
omit to comply with its obligations duly and punctually to pay the principal of
and interest on the Debt Securities, or with any Events of Default with respect
thereto, and thereafter the holders of Debt Securities shall be entitled only to
payment out of the money or securities deposited with the Debt Trustee. Such
conditions may include, among others, (i) except in certain limited
circumstances involving a deposit made within one year of maturity, (A) the
absence of an Event of Default at the date of deposit or on the 91st day
thereafter, and (B) the delivery to the Debt Trustee by the Company of an
opinion of nationally recognized tax counsel to the effect that holders of Debt
Securities will not recognize income, gain or loss for Federal income tax
purposes as a result of such deposit and discharge and will be subject to
Federal income tax on the same amounts and in the same manner and at the same
times as would have been the case if such deposit and discharge had not
occurred, and (ii) the receipt by the Company of an opinion of counsel to the
effect that such satisfaction and discharge will not result in a violation of
the rules of any nationally recognized exchange on which the Debt Securities are
listed. (Section 8.1)

EVENTS OF DEFAULT

The following events are defined in the Debt Indenture as "Events of
Default" with respect to a series of Debt Securities: (i) default in the payment
of interest on any Debt Security of such series for 30 days;

7
<PAGE> 41

(ii) default in the payment of the principal of any Debt Security of such
series; (iii) default in the payment of any sinking fund installment required to
be made by the Company with respect to any series of Debt Securities; (iv)
failure by the Company for 90 days after notice to it to comply with any of its
other agreements in the Debt Securities of such series, in the Debt Indenture or
in any supplemental indenture under which the Debt Securities of that series may
have been issued; and (v) certain events of bankruptcy or insolvency. (Section
6.1) If an Event of Default occurs with respect to the Debt Securities of any
series and is continuing, the Debt Trustee or the holders of at least 25% in
principal amount of all of the outstanding Debt Securities of that series may
declare the principal (or, if the Debt Securities of that series are original
issue discount Debt Securities, such portion of the principal amount as may be
specified in the terms of that series) of, and any accrued interest on, all the
Debt Securities of that series to be due and payable. Upon such declaration,
such principal (or, in the case of original issue discount Debt Securities, such
specified amount) and all accrued interest thereon shall be due and payable
immediately. (Section 6.2)

Securityholders may not enforce the Debt Indenture or the Debt Securities,
except as provided in the Debt Indenture. (Section 6.6) The Debt Trustee may
require indemnity satisfactory to it before it enforces the Debt Indenture or
the Debt Securities. (Section 7.1(f)) Subject to certain limitations, holders of
a majority in principal amount of the Debt Securities of each series affected
(with each series voting as a class) may direct the Debt Trustee in its exercise
of any trust power. (Section 6.5) The Debt Trustee may withhold from
Securityholders notice of any continuing default (except a default in payment of
principal or interest) if it determines in good faith that withholding notice is
in their interests. (Section 7.5) The Company is not required under the Debt
Indenture to furnish any periodic evidence as to the absence of default or as to
compliance with the terms of the Debt Indenture.

CONCERNING THE DEBT TRUSTEE

Harris Trust and Savings Bank ("Harris Bank") serves as trustee under an
Equipment Trust Agreement, dated as of November 15, 1990, between the Company
and Harris Bank and under a Pass Through Trust Agreement, dated as of January
15, 1997, among the Company, Procor Limited, a wholly-owned subsidiary of the
Company, and Harris Bank. In addition, Harris Bank provides customary banking
services to the Company and certain of its affiliates.

PLAN OF DISTRIBUTION

The Company may sell the Debt Securities being offered hereby: (i) through
agents, (ii) to or through underwriters, (iii) through dealers or (iv) through a
combination of any such methods of sale.

The distribution of the Debt Securities may be effected from time to time
in one or more transactions either (i) at a fixed price or prices, which may be
changed, or (ii) at market prices prevailing at the time of sale, or (iii) at
prices related to such prevailing market prices, or (iv) at negotiated prices.

Offers to purchase Debt Securities may be solicited directly by agents
designated by the Company from time to time. Any such agent, which may be deemed
to be an underwriter as that term is defined in the Securities Act, involved in
the offer or sale of the Debt Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent will be set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.

If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them and the names of the underwriters and the terms of the transaction,
including commissions, discounts and other compensation of the underwriters and
dealers, if any, will be set forth in the Prospectus Supplement, which will be
used by the underwriters to make resales of the Debt Securities in respect of
which this Prospectus is delivered to the public.

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<PAGE> 42

If a dealer is utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, the Company will sell such Debt Securities
to the dealer, as principal. The dealer may then resell such Debt Securities to
the public at varying prices to be determined by such dealer at the time of
resale.

If so indicated in the Prospectus Supplement, the Company will authorize
agents, underwriters or dealers to solicit offers by certain specified
institutions to purchase Debt Securities from the Company at the public offering
price set forth in the Prospectus Supplement pursuant to contracts providing for
payment and delivery on a specified date in the future. Such contracts will be
subject only to those conditions set forth in the Prospectus Supplement, and the
Prospectus Supplement will set forth the commission payable for solicitation of
such contracts.

Underwriters, dealers and agents may be customers of, engage in
transactions with or perform services for the Company in the ordinary course of
business.

LEGAL OPINIONS

Unless otherwise indicated in the Prospectus Supplement to this Prospectus,
certain legal matters in connection with the Debt Securities offered hereby will
be passed upon for the Company by Neal, Gerber & Eisenberg, Chicago, Illinois,
and for any underwriters or agents, by Mayer, Brown & Platt, New York, New York.

EXPERTS

The consolidated financial statements of Union Tank Car Company appearing
in Union Tank Car Company's Annual Report (Form 10-K/A) for the year ended
December 31, 1995, 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.

9
<PAGE> 43

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................ $121,213*
Blue Sky filing and counsel fees................................... 8,000
Trustees' fees and expenses........................................ 8,000
Printing expenses.................................................. 65,000
Auditors' fees and expenses........................................ 15,000
Attorneys' fees and expenses....................................... 125,000
Rating agency fees................................................. 200,000
Miscellaneous...................................................... 7,787
--------
Total......................................................... $550,000
========
</TABLE>

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

* Actual. All other amounts are estimated.

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.

ITEM 16. EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
- -------- -----------------------------------------------------------------------------
<S> <C> <C>
1(a) -- Form of Underwriting Agreement (Pass Through Certificates).
1(b) -- Form of Underwriting Agreement (Debt Securities).
4(a)(1) -- Form of Pass Through Trust Agreement among the Company, Procor and the Pass
Through Trustee.+
4(a)(2) -- Form of Pass Through Certificate (included in Exhibit 4(a)(1)).
</TABLE>

II-1
<PAGE> 44

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENTS
- -------- -----------------------------------------------------------------------------
<S> <C> <C>
4(b) -- Form of Indenture between the Company and the Debt Trustee.+
4(c)(1) -- Form of Equipment Trust Agreement 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 between Procor and the Equipment Trust
Trustee relating to the Procor ETCs.
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 Harris Trust and Savings Bank, 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, Canadian counsel for the Company
Procor.
12 -- Computation of Ratios of Earnings to Fixed Charges.*
23(a) -- Consent of Ernst & Young LLP, Independent Auditors.
23(b) -- Consent of Neal, Gerber & Eisenberg (included in Exhibits 5(a) and 8(a)).
23(c) -- Consent of The Law Department of Harris Trust and Savings Bank (included in
Exhibit 5(b)).
23(d) -- Consent of Osler, Hoskin & Harcourt (included in Exhibit 8(b)).
24 -- Powers of Attorney (included on the signature pages to the Registration
Statement).+
25(a) -- Statement of Eligibility of Pass Through Trustee on Form T-1.
25(b) -- Statement of Eligibility of Indenture Trustee on Form T-1.
</TABLE>

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

*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/A for the year ended December 31,
1995.

+ Previously filed.

ITEM 17. UNDERTAKINGS

A. Undertakings Regarding Rule 415 Offering.

(a) The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

II-2
<PAGE> 45

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

B. 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.

C. Undertaking in Respect of Indemnification.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above, or otherwise,
the Company has 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
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

D. Undertakings Pursuant to Rule 430A.

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

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

E. Undertakings Under the Trust Indenture Act of 1939.

The Company hereby undertakes to file an application for the purpose of
determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the
Securities Act of 1933.

II-3
<PAGE> 46

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 Amendment No. 1
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois on the 8th
day of January, 1997.

UNION TANK CAR COMPANY

/s/ K.P. FISCHL

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

K.P. Fischl,

Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities indicated on the 8th day of January, 1997.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------------
<S> <C>

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

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

*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
</TABLE>

*By /s/ K.P. FISCHL

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

K.P. Fischl

Attorney-in-Fact

II-4
<PAGE> 47

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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois on the 8th day of
January, 1997.

PROCOR LIMITED

/s/ K.P. FISCHL

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

K.P. Fischl,

Director

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------------
<S> <C>

* FRANK D. LESTER President
- --------------------------------------------- (principal executive officer)
Frank D. Lester

* R.C. GLUTH Vice President, Treasurer and Director
- --------------------------------------------- (principal financial and accounting officer)
Robert C. Gluth

* DAVID H. PATTERSON Director
- ---------------------------------------------
David H. Patterson

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

* PETER E. LAWFORD Director
- ---------------------------------------------
Peter E. Lawford

* S. DONALD HAMILTON Director
- ---------------------------------------------
S. Donald Hamilton
</TABLE>

*By: /s/ K.P. FISCHL

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

K.P. Fischl

Attorney-in-Fact

II-5

<PAGE> 1
EXHIBIT 1(a)

Union Tank Car Company
and
Procor Limited

$
---------

Pass Through Certificates, Series
-----

Underwriting Agreement

New York, New York

---------

Dear Ladies and Gentlemen:

Union Tank Car Company, a Delaware corporation ("Union"), and Procor
Limited, a Canadian corporation and an indirect wholly-owned subsidiary of
Union ("Procor" and, together with Union, the "Companies") propose to cause to
be sold to you the underwriters (the "Underwriters") $______ aggregate
principal amount of Pass Through Certificates, Series ____ and Pass Through
Certificates, Series _____ [(together with the guarantee of Union of the due
and punctual distribution to holders of such certificates of principal and
interest payable in respect of the Procor ETC (as hereinafter defined) to be
endorsed on Pass Through Certificates, _____, the "Union Guarantee")], with the
interest rates and final distribution dates as set forth in Schedule A hereto
(the "Pass Through Certificates"), in the respective aggregate principal
amounts set forth on Schedule B hereto, to be issued under (i) the Pass Through
Trust Agreement ______, dated _______ (the "Pass Through Trust Agreement #1"),
between Union and _______, as Past Through Trustee (the "Pass Through Trustee")
and (ii) the Pass Through Trust Agreement _____, dated ______ (the "Pass
Through Trust Agreement

<PAGE> 2

#2", and together with the Pass Through Trust Agreement #1, the "Pass Through
Trust Agreements") among Union, Procor and the Pass Through Trustee,
respectively.

The property to be purchased by the Pass Through Trustee under Pass
Through Agreement #1 and contained in such trust shall consist of $______
principal amount Equipment Notes, Series A to be issued under the Indenture.
The property to be purchased by the Pass Through Trustee under Pass Through
Trust Agreement #2 and contained in such trust shall consist of (i) $______
principal amount Equipment Notes, Series B, (ii) an aggregate of $______
principal amount Equipment Trust Certificates, Series ___ of Union (together
with the guarantee of Union to be endorsed thereon, the "Union ETCs") to be
issued by Union pursuant to an Equipment Trust Agreement, dated ________, as
may be amended or supplemented from time to time (the "Union Equipment Trust
Agreement"), between Union and _____________, as trustee (the "Union Equipment
Trust Trustee"), and (iii) a $_________ principal amount Equipment Trust
Certificate, Series ____ of Procor (together with the guarantee of Procor
endorsed thereon, the "Procor ETC") to be issued by Procor pursuant to an
Equipment Trust Agreement, dated ________, as may be amended or supplemented
from time to time (the "Procor Equipment Trust Agreement", and together with
the Union Equipment Trust Agreement, the "Equipment Trust Agreements"), between
Procor and __________, as trustee (the "Procor Equipment Trust Trustee", and
together with the Union Equipment Trust Trustee, the "Equipment Trust
Trustees").

All capitalized terms used, but not defined herein, shall have the
meanings attributed to them in the Pass Through Trust Agreements. As used in
this Agreement, the term "Operative Agreements" shall have the meaning set
forth in the Participation Agreement. All other capitalized terms used herein
shall, for the purposes hereof, have the meanings attributed to them in this
Agreement.

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

(a) The Companies meet the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act"), and have filed with the
Securities and Exchange Commission (the "Commission") a registration
statement (file number 333-_______) on such Form, including a related
Preliminary Prospectus (as hereinafter defined), for the registration
under the Act of the offering and sale of the Pass Through Certificates.
The Companies may have filed one or more amendments thereto, including the
related Preliminary Prospectus, each of which has previously been
furnished to you. The Companies will next file with the Commission one of
the following: (i) prior to effectiveness of such registration statement,
a further amendment to such registration statement, including the form of
final prospectus or (ii) a final prospectus in accordance with Rules 430A
and 424(b)(1) or (4) under the Act. In the case of clause (ii), the
Companies have included in such registration statement,

- 2 -

<PAGE> 3

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

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

(c) The terms which follow, when used in this Agreement, shall have
the meanings indicated. The term "Effective Date" shall mean each date
that the

- 3 -

<PAGE> 4

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

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

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

- 4 -

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

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

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

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

- 5 -

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

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

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

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

- 6 -

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

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

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

As compensation to each of you for its commitment and obligations
hereunder in respect of the Pass Through Certificates, including its
undertaking to distribute the Pass Through Certificates, the Owner Trustee has,
pursuant to Section 2.5 of the Participation Agreement, undertaken to pay, or
if the Owner Trustee does not pay when due, Union will pay when due, to you an
amount equal to the product of .____% times a fraction, the numerator of which
is the aggregate principal amount of Equipment Notes to be purchased by the
Pass Through Trusts and the denominator of which is the original principal
amount of the Pass Through Certificates purchased by you. Union will pay to
you when due an amount equal to .___% of the original aggregate principal
amount of the Union ETCs and Procor will pay to you when due an amount equal to
.____% of the original aggregate principal amount of the Procor ETC. Subject
to the terms hereof, Procor's obligation to make such payment is hereby
unconditionally guaranteed by Union. Such payments shall be made
simultaneously with the payment by you to the Pass Through Trustee of the
purchase price of the Pass Through Certificates as specified in Section 3
hereof. Payment of such compensation shall be made by Federal funds check or
other immediately available funds to the order of Salomon Brothers Inc.

3. Delivery and Payment. Delivery of and payment for the Pass Through
Certificates shall be made at the offices of Neal, Gerber & Eisenberg, Two
North LaSalle Street, Chicago, Illinois, at 10:00 a.m., Chicago time, on _____
or such later date and time (not later than ____) as the Companies and you
shall determine (such date and time of delivery and payment for the Pass
Through Certificates being herein called the "Closing Date"). Delivery of the
Pass Through Certificates shall be made to your account at The Depository Trust
Company against payment by you of the purchase price thereof to or upon the
order of

- 7 -
<PAGE> 8
the Pass Through Trustee by Federal funds check or other immediately
available funds. The Pass Through Certificates shall be registered in such
names and in such denominations as you may request not less than three full
business days in advance of the Closing Date or such other date as may be
agreed upon.

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

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

5. Agreements. The Companies agree with you that:

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

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<PAGE> 9
required to be delivered under the Act, of the mailing or the delivery to
the Commission for filing of any document to be filed pursuant to
the Exchange Act. (b) If, at any time when a prospectus relating to the
Pass Through Certificates is required to be delivered under the Act, any
event occurs as a result of which the Prospectus as then supplemented
would include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if it
shall be necessary to amend the Registration Statement or supplement the
Prospectus to comply with the Act or the Exchange Act or the respective
rules and regulations thereunder, the Companies promptly will prepare and
file with the Commission, subject to paragraph (a) of this Section 5, an
amendment or supplement which will correct such statement or omission or
an amendment which will effect such compliance.

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

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

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

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

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<PAGE> 10
(g) The Companies confirm as of the date hereof that each is in
compliance with all provisions of Section 1 of Laws of Florida, Chapter
92-198, An Act Relating to Disclosure of Doing Business with Cuba, and the
Companies further agree that if either Union or Procor commences engaging
in business with the government of Cuba or with any person or affiliate
located in Cuba after the date the Registration Statement becomes or has
become effective with the Commission or with the Florida Department of
Banking and Finance (the "Department"), whichever date is later, or if the
information reported in the Prospectus, if any, concerning Union's or
Procor's business with Cuba or with any person or affiliate located in
Cuba changes in any material way, the Companies will provide the
Department notice of such business or change, as appropriate, in a form
acceptable to the Department.

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

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

(b) The Companies shall have furnished to you and to Moody's
Investors Service, Inc. and Standard and Poor's Corporation (together,
the "Rating Agencies"), if requested by you, the opinion of Neal, Gerber
& Eisenberg, special counsel to Union (incorporating and relying upon the
opinions of ______, Esquire, General Counsel of Procor, and _______,
special Canadian counsel to Procor, as to Canadian law matters,
and _______, special STB counsel to Union, as to STB matters), dated the
Closing Date, in form reasonably satisfactory to you and to Mayer, Brown &
Platt, special counsel of the Underwriters, to the effect that:

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<PAGE> 11
(i) Each of Union and its Significant Subsidiaries (including
Procor) has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the jurisdiction in which
it is chartered or organized, with full corporate power and authority to
own its properties and conduct its business as described in the
Prospectus, and is duly qualified to do business as a foreign corporation
and is in good standing under the laws of each jurisdiction which requires
such qualification wherein it owns or leases material properties or
conducts material business, except in such jurisdictions in which the
failure to so qualify would not have a material adverse effect on Union
and its subsidiaries, taken as a whole.

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

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

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

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

(vi) no authorization, approval, consent, order or license of or
filing with or notice to any government, governmental instrumentality,
regulatory body or authority or court is required for the valid
authorization, execution, delivery and performance by the Companies of
this Agreement, the Participation Agreement, the Pass Through Trust
Agreements, the Equipment

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<PAGE> 12
Trust Agreements, the Lease and the other Operative Agreements to which
Union or Procor, as the case may be, is, or is to be, a party, or the
consummation by Union or Procor, as the case may be, of the transactions
contemplated by this Agreement, the Participation Agreement, the Pass
Through Trust Agreements, the Equipment Trust Agreements, the Lease and the
other Operative Agreements to which Union or Procor, as the case may be,
is, or is to be, a party, except (w)such as are required under the Act,
the Trust Indenture Act and the securities or Blue Sky laws of the various
states, (x)such filings, recordings or registrations with the STB and
under Section 90 of the Railway Act (Canada) as may be required, (y)the
filing of Uniform Commercial Code financing statements in various
jurisdictions and the filing of continuation statements with respect
thereto required to be filed at periodic intervals under the Uniform
Commercial Code and (z)such other filings, recordings or registrations
as may be required under the Operative Agreements;

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

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

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<PAGE> 13
(except for the financial statements, including the notes thereto, and
related schedules and other financial and statistical information included
or incorporated by reference therein, as to which such counsel need express
no opinion) appeared on its face, as of its respective filing date, to
comply as to form in all material respects with the requirements of the
Exchange Act and the rules and regulations thereunder;

(ix) title to the equipment to be subjected to the Lease will, when
such equipment shall have been transferred to the Owner Trustee as
provided in the Participation Agreement, be validly vested in the Owner
Trustee, subject to no liens or encumbrances of record at the STB;

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

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

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<PAGE> 14
(xii) the Pass Through Trust Agreements, the Equipment Notes, the
ETCs, the Indenture, the Participation Agreement, the Equipment Trust
Agreements, the Lease and the other Operative Agreements (to the extent
described therein) conform in all material respects to the descriptions
thereof contained in the Prospectus;

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

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

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

(xvi) on the Closing Date, assuming due authorization, execution,
issuance and delivery of the ETCs by their respective Equipment Trust
Trustee as contemplated by the related Equipment Trust Agreement, and
assuming due

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<PAGE> 15
authorization, execution, issuance and delivery of the Equipment Notes by
the Owner Trustee as contemplated by the Indenture, and due authentication
of such ETCs by the respective Equipment Trust Trustee and of such
Equipment Notes by the Indenture Trustee, each of the ETCs and the
Equipment Notes when issued will constitute valid and binding obligations
of such Equipment Trust Trustee and the Owner Trustee, respectively,
enforceable against such Equipment Trust Trustee and the Owner Trustee,
respectively, in accordance with their terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting enforcement of creditors' rights generally and by general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law); and the holders of the ETCs will be
entitled to the benefits of the respective Equipment Trust Agreement, and
the holders of the Equipment Notes will be entitled to the benefits of the
Indenture;

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

(xviii) neither trust created by the Pass Through Trust Agreements
will be classified as an association taxable as a corporation for federal
income tax purposes, but rather, each will be classified as a grantor
trust under subpart E, Part I of Subchapter J of the Internal Revenue Code
of 1986, as amended (the "Code"), and each Certificate Owner will be
treated as the owner of a pro rata undivided interest in each of the ETCs
and Equipment Notes, as the case may be, and any other property held in
such Pass Through Trusts;

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

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

(xxi) there are no taxes, fees or other governmental charges payable
under the laws of the State of Illinois or any political subdivision
thereof in

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<PAGE> 16
connection with the execution and delivery by the Pass Through Trustee, in
its individual capacity or as Pass Through Trustee, the Equipment Trust
Trustee or Indenture Trustee, as the case may be, of the Participation
Agreement, the Pass Through Trust Agreements, the Equipment Trust
Agreements and the Operative Agreements, as the case may be, or in
connection with the issuance, execution, authentication and delivery of the
Pass Through Certificates by the Pass Through Trustee pursuant to the Pass
Through Trust Agreements or the issuance, authentication or delivery of the
ETCs and the Equipment Notes;

(xxii) Except to the extent the Indenture Trustee forecloses on the
Equipment and any of the Equipment is located in 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 Estate, the trust created by the Union Equipment Trust
Agreement, the trust created by the Procor Equipment Trust Agreement or
the trusts created by the Pass Through Trust Agreements, as applicable,
engages in business in Illinois as a result of such foreclosure:

(I) neither the trusts created by the Pass Through Trust Agreements,
the Equipment Trust Agreements, the Indenture Estate nor the Pass Through
Trustee (either in its individual capacity or as Pass Through Trustee),
nor their respective affiliates, successors or assigns, will be subject to
any tax (including, without limitation, net or gross income, tangible or
intangible property, net worth, capital, franchise or doing business tax),
fee or other governmental charge under the laws of the State of Illinois
or any political subdivision thereof (other than taxes imposed on the fees
received by the Pass Through Trustee for acting as Pass Through Trustee
under the Pass Through Trust Agreements).

(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 as a result of purchasing, holding
(including receiving payments with respect to) or selling a Certificate.

(III) There are no applicable taxes under the laws of the State of
Illinois or any political subdivision thereof upon or with respect to
(a)the construction, mortgaging, financing, refinancing, purchase,
acquisition, acceptance, rejection, delivery, nondelivery, transport,
location, ownership, insurance, control, assembly, possession,
repossession, operation, use,

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<PAGE> 17
condition, maintenance, repair, sale, return, abandonment, replacement,
preparation, installation, storage, redelivery, manufacture, leasing,
subleasing, modification, rebuilding, importation, transfer of title,
transfer of registration, exportation or other application or disposition
of the Equipment or any interest in any thereof, (b)payments of Rent or the
receipts, income or earnings arising therefrom or received with respect to
the Equipment or any interest in any thereof or payable pursuant to the
Lease, (c)any amount paid or payable pursuant to any Operative Agreement,
(d)the Equipment or any interest therein or the applicability of the Lease
to the Equipment or any interest thereof, (e)any or all of the Operative
Agreements, any or all of the ETCs or the Equipment Notes or any interest
in any or all thereof or the offering, registration, reregistration,
issuance, acquisition, modification, assumption, reissuance, refinancing or
refunding or any or all thereof, and any other documents contemplated
hereby or thereby and amendments and supplements hereto and thereto, (f)the
payment of the principal of, or interest or premium on, or other amounts
payable with respect to, any or all of the ETCs or the Equipment Notes,
whether as originally issued or pursuant to any refinancing, refunding,
assumption, modification, or reissuance, or any other obligation evidencing
any loan in replacement of the loan evidenced by any or all of the ETCs or
the Equipment Notes, (g)the property, or the income, earnings, receipts or
other proceeds received with respect to the property, held by the Indenture
Trustee under the Indenture or held by the Equipment Trust Trustees under
the respective Equipment Trust Agreements or (h)otherwise with respect to
or in connection with the transactions contemplated by the Operative
Agreements, which would not have been imposed if the Indenture Trustee or
the Equipment Trust Trustees had not had their principal place of business
in, had not performed (either in its individual capacity or as Indenture
Trustee) any or all of their administrative duties under the Operative
Agreements in, and had not engaged in any activities unrelated to the
transactions contemplated by the Operative Agreements in, the State of
Illinois;

[(xxiii) the Union Guarantee contained in Pass Through Agreement #2
and endorsed on the Pass Through Certificates issued under such agreement
has been duly authorized, executed and delivered by Union and assuming the
due authorization, execution and delivery of the Pass Through Trust
Agreement #2 and the due authentication of such Pass Through Certificates
by the Pass Through Trustee, constitutes a valid and binding obligation of
Union, enforceable against Union in accordance with its terms, except as
may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting enforcement of creditors' rights generally
and by general principals of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law);] and

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<PAGE> 18
(xxiv) neither the Union Equipment Trust Agreement can be terminated
by Union nor the Procor Equipment Trust Agreement can be terminated by
Procor so long as the Union ETC and the Procor ETC, respectively, are
outstanding.

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

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

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<PAGE> 19
(i) the payment by Procor of interest and principal on
the Procor ETC to the Pass Through Trustee will be exempt from
Canadian withholding tax; the payment by the Pass Through
Trustee of interest and principal on the Pass Through
Certificate, Series ____ to a holder thereof will be exempt
from Canadian withholding tax for a holder who is, or is deemed
to be, a non-resident of Canada and with whom Union and Procor
deals at arm's length, within the meaning of the Income Tax Act
(Canada) (the "Tax Act"), at the time of making the payment;
and

(ii) no other taxes on income (including taxable capital
gains) will be payable under the Tax Act in respect of the
holding or disposition of the Procor ETC, or the receipt of interest
thereon, by the Pass Through Trustee; no other taxes on income (including
taxable capital gains) will be payable under the Tax Act in respect of
the acquisition, holding or disposition of the Pass Through Certificates,
Series ____, or the receipt of interest thereon by holders who are, or are
deemed to be, non-residents of Canada for the purposes of the Tax Act at
any time during which they hold Pass Through Certificates, Series ____ and
who do not use or hold and are not deemed by such laws to use or hold the
Pass Through Certificates, Series ____ 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. In rendering such opinion, such counsel may state
that it expresses no opinion as to the laws of any jurisdiction other
than Canada or its Provinces.

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

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

(ii) The ___________ (in its individual capacity, to the
extent provided therein), the Pass Through Trustee, the
Equipment Trust Trustee or the Indenture Trustee, as the case
may be, has duly authorized, executed and delivered the
Indenture, the Participation Agreement, the Equipment Trust
Agreements, the Pass Through Trust Agreements and the other
Operative Agreements

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<PAGE> 20
to which it is a party and each of such agreements constitutes the
valid and binding obligations of ____________ (in its individual capacity,
to the extent provided therein), the Pass Through Trustee, the
Equipment Trust Trustee or the Indenture Trustee, as the case may be,
enforceable against __________ (in its individual capacity, to the extent
provided therein), the Pass Through Trustee, the Equipment Trust Trustee
or the Indenture Trustee, as the case may be, in accordance with their
respective terms, except as limited by bankruptcy, insolvency, moratorium
reorganization, receivership, fraudulent conveyance or other similar laws
affecting enforcement of creditors' rights generally, and except as
enforcement thereof is subject to general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law);

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

(iv) the authorization, execution, delivery and performance by
________ (in its individual capacity, to the extent provided therein), the
Pass Through Trustee, the Equipment Trust Trustee or the Indenture
Trustee, as the case may be, of the Indenture, the Participation
Agreement, the Equipment Trust Agreements, the Pass Through Trust
Agreements and the other Operative Agreements to which it is or will be
party and the consummation of the transactions therein contemplated and
compliance with the terms thereof and issuance of the Pass Through
Certificates thereunder do not and will not result in the violation of the
provisions of the Articles of Association or By-Laws of _____________, and
do not and will not conflict with, or result in a breach of any terms or
provisions of, or constitute a default under, or result in the creation or
the imposition of any lien, charge or encumbrance upon any property or
assets of ____________, the Pass Through Trustee, the Equipment Trust
Trustee or the Indenture Trustee, as the case may be, under any indenture,
mortgage or other agreement or instrument known to such counsel to which
the Pass Through Trustee, the Equipment Trust Trustee or the Indenture
Trustee, as the case may be, is a party or by which it or any of its
property is bound, or any Illinois or Federal law, rule or regulation
governing ______________, the Pass Through Trustee's, the Equipment Trust
Trustee's or the Indenture Trustee's banking or trust powers, or of any
judgment, order of decree known to such counsel to be applicable to
____________, the Pass Through Trustee, the Equipment Trust Trustee or the
Indenture Trustee, as the case may be, of any court, regulatory body,
administrative agency, government or governmental body having jurisdiction
over ______________, the Pass

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<PAGE> 21
Through Trustee, the Equipment Trust Trustee or the Indenture Trustee
or its respective properties;

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

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

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

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

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<PAGE> 22
(i) the representations and warranties of the Companies in this
Agreement are true and correct in all material respects on and as of the
Closing Date with the same effect as if made on the Closing Date and the
Companies have complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the
Closing Date;

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

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

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

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

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

(iii) nothing has come to the attention of such person that would
lead him or her to believe that the Registration Statement contains any
untrue

- 22 -

<PAGE> 23
statement of material fact or omits to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

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

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

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

(i) In addition, Ernst & Young shall have furnished to you a letter or
letters, dated, respectively, as of the Execution Time and as of the Closing
Date, in form and substance satisfactory to you, to the effect that on the
basis of a reading of the unaudited condensed financial statements of Union
contained in Union's Quarterly Reports on Form 10-Q for the quarter ended
_______ incorporated by reference in the Registration Statement, the amounts
set forth under the captions "Selected Financial Information" and
"Capitalization" included in the Registration Statement and the Prospectus and
of the latest unaudited consolidated financial statements made available to
them by Union and its subsidiaries; carrying out certain specified procedures
(but

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<PAGE> 24
not an audit in accordance with generally accepted auditing standards)
which would not necessarily reveal matters of significance with respect to the
comments set forth in such letter; a reading of the minutes of the meetings of
the stockholders, directors and executive committees of Union and its
subsidiaries; and inquiries of certain officials of Union who have
responsibility for financial and accounting matters of Union and its
subsidiaries as to transactions and events subsequent to _______ nothing came
to their attention which caused them to believe that (A) the unaudited
consolidated financial statements of Union incorporated by reference in the
Registration Statement do not comply as to form in all material respects with
the applicable accounting requirements of the Act and the Exchange Act and the
rules and regulations thereunder as they apply to Form 10-Q or are not
presented in conformity with generally accepted accounting principles applied
on a basis substantially consistent with that of the audited consolidated
financial statements of Union incorporated by reference in the Registration
Statement, and (B)with respect to the period subsequent to __________, there
were any changes, at a specified date not more than five business days prior to
the date of the letter, in the borrowed debt of Union and its subsidiaries or
capital stock of Union or decreases in the stockholder's equity of Union and
its subsidiaries as compared with the amounts shown on the __________,
unaudited consolidated balance sheet data included in "Selected Financial
Information" in the Registration Statement and the Prospectus, or for the
period from _________ to such specified date, there were any
decreases, as compared with the corresponding period in the preceding year, in
total revenues from net sales and services, or in income before income taxes or
net income, of Union and its subsidiaries, except in all instances for changes
or decreases set forth in such letter, in which case the letter shall be
accompanied by an explanation by Union as to the significance thereof unless
said explanation is not deemed necessary by you.

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

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

(k) Subsequent to the Execution Time and prior to the Closing Date, there
shall not have occurred any downgrading, nor shall any notice have been given
of (i)any intended or potential downgrading or (ii)any review or possible
change in the

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<PAGE> 25
rating accorded Union's debt securities by the Rating Agencies as of the
Execution Time.

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

(m) The Pass Through Certificates shall have received ratings of "A2
senior secured" by Moody's Investors Service, Inc. and "A+" by Standard &
Poor's Corporation.

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

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

8. Indemnification and Contribution. (a) Union agrees to indemnify and
hold harmless you and each person who controls you within the meaning of either
the Act or the Exchange Act from and against any and all losses, claims,
damages or liabilities, joint or several, to which you or any of them may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the registration statement for the registration of
the Pass Through Certificates as originally filed or in any amendment thereof,
or in any Preliminary Prospectus or the Prospectus, or in any amendment thereof
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, and agrees to reimburse you and
each such controlling person for any legal or other expenses reasonably
incurred by you or such controlling person in connection with

- 25 -

<PAGE> 26
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that (i)Union will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Companies by or on behalf of you specifically for
use in connection with the preparation thereof, and (ii)such indemnity with
respect to any Preliminary Prospectus shall not inure to your benefit (or to the
benefit of any person controlling you) if the person asserting any such loss,
claim, damage or liability purchased the Pass Through Certificates which are the
subject thereof did not receive a copy or the Prospectus (or the Prospectus as
amended or supplemented) excluding documents incorporated therein by reference
at or prior to the confirmation of the sale of such Pass Through Certificates to
such person in any case where such delivery is required by the Act and the
untrue statement or omission of a material fact contained in such Preliminary
Prospectus was corrected in the Prospectus (or the Prospectus as amended or
supplemented). This indemnity agreement will be in addition to any liability
which Union may otherwise have.

(b) You severally (and not jointly) agree to indemnify and hold harmless
each of the Companies, each of their respective directors, each of their
respective officers who signs the Registration Statement, and each person who
controls the Companies within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity from Union to you, but only
with reference to written information relating to you furnished to the
Companies by or on behalf of you specifically for use in the preparation of the
documents referred to in clause (a) of this Section 8. This indemnity
agreement will be in addition to any liability which you may otherwise have.
The Companies acknowledge that the statements set forth in the last paragraph
of the cover page and under the heading "Underwriting" in any Preliminary
Prospectus and the Prospectus and the stabilization language included on the
inside front cover of any Preliminary Prospectus and the Prospectus constitute
the only information furnished in writing by or on behalf of you for inclusion
in any Preliminary Prospectus or the Prospectus, and you confirm that such
statements are correct.

- 26 -

<PAGE> 27
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party or
parties. Upon receipt of notice from the indemnifying party to such indemnified
party of the indemnifying party's election so to assume the defense of such
action and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence (it being understood,
however, that the indemnifying party shall not be liable for the expenses of
more than one separate counsel, approved by you in the case of subparagraph (a),
representing the indemnified parties under subparagraph (a) who are parties to
such action), (ii)the indemnifying party shall not have employed counsel
satisfactory to the indemnified party to represent the indemnified party within
a reasonable time after notice of commencement of the action or (iii)the
indemnifying party has authorized the employment of counsel for the indemnified
party at the expense of the indemnifying party; and except that, if clause (i)
or (iii) is applicable, such liability shall be only in respect of the counsel
referred to in such clause (i) or (iii).

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

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<PAGE> 28
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).

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

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

11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to you, will be mailed, delivered or
telegraphed and confirmed in the case of Solomon Brothers Inc at 7 World Trade
Center, New York, New York 10048, Attention: Legal Department; in the case of
Morgan Stanley & Co. Incorporated at 1585 Broadway, New York, New York 10036,
Attention: Legal Department; or, if sent to the Companies, will be mailed,
delivered or telegraphed and confirmed to it at 225 West Washington Street,
Chicago, Illinois 60606, Attention: Secretary and to Procor at 2001 Speers
Road, Oakville, Ontario, Canada L6J 5E1, Attention: President.

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

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

<PAGE> 29

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

Very truly yours,

UNION TANK CAR COMPANY

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

PROCOR LIMITED

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

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

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

<PAGE> 30

Schedule A

Pass Through Principal Final Distribution
Certificate Amount Interest Rates Dates

<PAGE> 31

Schedule B

Pass Through Certificate Pass Through Certificate
Series _____ Series ______
Aggregate Principal Aggregate Principal
Amount Amount
------------------------ ------------------------

Total

<PAGE> 1
EXHIBIT 1(b)

Union Tank Car Company

$_________

_____% ___________

[(Series ___)]

Underwriting Agreement

New York, New York
__________

Dear Ladies and Gentlemen:

Union Tank Car Company, a Delaware corporation (the "Company"), proposes
to cause to be sold to you the underwriters (the "Underwriters") $_______
aggregate principal amount of _____% _________ [(Series ___)], due _______,
with the interest rate and principal installment payments as set forth in
Schedule A hereto (the certificates, [together with the guaranty to be endorsed
thereon by the Company,] being herein referred to as the "Securities"), to be
issued under the _________, dated as of _______ (the "______ Agreement"),
between the Company and ____________, as trustee (the "Trustee").

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

<PAGE> 2

(a) The Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration
statement (file number 333-______) on such Form, including a related
Preliminary Prospectus (as hereinafter defined), for the registration
under the Act of the offering and sale of the Securities. The Company may
have filed one or more amendments thereto, including the related
Preliminary Prospectus, each of which has previously been furnished to
you. The Company will next file with the Commission one of the following:
(i) prior to effectiveness of such registration statement, a further
amendment to such registration statement, including the form of final
prospectus or (ii) a final prospectus in accordance with Rules 430A and
424(b)(1) or (4) under the Act. In the case of clause (ii), the Company
has included in such registration statement, as amended at the Effective
Date (as hereinafter defined), all information (other than Rule 430A
Information (as hereinafter defined)) required by the Act and the rules
thereunder to be included in the Prospectus (as hereinafter defined) with
respect to the Securities and the offering thereof. As filed, such
amendment and form of final prospectus, or such final prospectus, shall
contain all Rule 430A Information, together with all other such required
information, with respect to the Securities and the offering thereof and,
except to the extent you shall agree in writing to a modification, shall
be in all substantive respects in the form furnished to you prior to the
Execution Time (as hereinafter defined) or, to the extent not completed at
the Execution Time, shall contain only such specific additional
information and other changes (beyond that contained in the latest
Preliminary Prospectus) as the Company has advised you, prior to the
Execution Time, will be included or made therein.

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

-2-

<PAGE> 3

that the Company makes no representations or warranties as to (i) that
part of the Registration Statement which shall constitute the Statement
of Eligibility and Qualification (Form T-1) under the Trust Indenture Act
of the Trustee and (ii) the information contained in or omitted from the
Registration Statement or the Prospectus (or any supplement thereto) in
reliance upon and in conformity with information furnished in writing to
the Company by you specifically for use in connection with the preparation
of the Registration Statement or the Prospectus (or any supplement
thereto).

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

-3-

<PAGE> 4

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

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

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

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

(h) The execution and delivery by the Company of this Agreement, the
______ Agreement and the Securities, the consummation by the Company of
the transactions herein and therein contemplated, and the compliance by
the Company with the terms hereof and thereof do not and will not conflict
with, or result in a breach of any of the terms or provisions of, or
constitute a default under, the Certificate of Incorporation or By-Laws,
as amended, of the Company, or any of its subsidiaries, or any material
indenture, mortgage, or other agreement or instrument to which the Company
or any of its subsidiaries is a party or by which any of its properties
are bound, or any applicable law, rule, regulation, judgment, order or
decree of any

-4-

<PAGE> 5

government, governmental instrumentality or court, domestic or foreign,
having jurisdiction over the Company or any of its subsidiaries or
any of its properties; and, assuming due authorization, execution and
delivery by all parties thereto other than the Company, no consent,
approval, authorization, order or license of, or filing with or notice to
any government, governmental instrumentality, regulatory body or authority
or court, domestic or foreign, is required for the valid authorization,
issuance and delivery of the Securities, the valid authorization,
execution, delivery and performance by the Company of this Agreement and
the ______ Agreement or the consummation by the Company of the
transactions contemplated by this Agreement, the ______ Agreement and the
Securities, except (w) such as are required under the Act, the Trust
Indenture Act and the securities or Blue Sky laws of the various states,
(x) such filings, recordings or registrations with the Interstate Commerce
Commission and under Section 90 of the Railway Act of Canada as may be
required and (y) such other filings, recordings or registrations as may be
required under the ______ Agreement or the Securities.

(i) This Agreement and the ______ Agreement, assuming due
authorization, execution and delivery by the other parties thereto, have
each been duly authorized by the Company and, when executed and delivered
by the Company, will constitute valid and binding obligations of the
Company. The Securities and the ______ Agreement will conform in all
material respects to the descriptions thereof in the Prospectus.

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

(k) The Securities have been duly authorized by the Company and when
duly executed and delivered by the Trustee and the Company in accordance
with the terms of the ______ Agreement and this Agreement, will be duly
issued under such _____ Agreement and will constitute valid and binding
obligations of the Company, and the holders thereof will be entitled to
the benefits of the _____ Agreement.

2. Purchase and Sale. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees to
cause to be sold to you, and you agree to purchase, from the Trustee at a
purchase price of 100% of the principal amount thereof, the Securities.

As compensation to you, for your commitment and obligations hereunder in
respect of the Securities, the Company will pay to you when due an amount equal
to ____% of the

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<PAGE> 6

original aggregate principal amount of the Securities. The Company's
payments under this paragraph shall be made simultaneously with the payment by
you to the Trustee as specified in Section 3 hereof. Payment of such
compensation shall be made by Federal funds check or other immediately
available funds to the order of Salomon Brothers Inc.

3. Delivery and Payment. Delivery of and payment for the Securities shall
be made at the office of Neal, Gerber & Eisenberg, Two North LaSalle Street,
Chicago, Illinois, at 9:00 a.m., Chicago time, on ________, or such later date
(not later than _______) as you shall designate, which date and time may be
postponed by agreement between you and the Company (such date and time of
delivery and payment for the Securities being herein called the "Closing
Date"). Delivery of the Securities shall be made to you against payment by you
of the purchase price thereof to or upon the order of the Trustee by Federal
funds check or other immediately available funds. Certificates for the
Securities shall be registered in such names and in such denominations as you
may request not less than three full business days in advance of the Closing
Date.

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

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

5. Agreements. The Company agrees with you that:

(a) The Company will use its reasonable best efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereof, to become effective and the _____ Agreement to be
qualified under the Trust Indenture Act. The Company will not file any
amendment to the Registration Statement or supplement to the Prospectus
unless the Company has furnished you a copy for your review prior to
filing and will not file any such proposed amendment or supplement to
which you reasonably object. Subject to the foregoing sentence, if filing
of the Prospectus is required under Rule 424(b), the Company will cause
the Prospectus, properly completed, and any supplement thereto to be filed
with the Commission pursuant to the applicable paragraph of Rule 424(b)
within the time period prescribed and will provide evidence satisfactory
to you of such timely filing. The Company will promptly advise you (i)
when the Registration Statement, if not effective at the Execution Time,
and any amendment thereto, shall have become effective, (ii) when the
Prospectus, and any supplement thereto, shall have been filed (if
required) with the Commission pursuant to Rule 424(b), (iii) when, prior
to termination of the offering of the Securities, any amendment to the
Registration Statement shall have been

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<PAGE> 7

filed or become effective, (iv) of any request by the Commission for any
amendment to the Registration Statement or supplement to the
Prospectus or for any additional information, (v) of the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any proceeding
for that purpose (and the Company agrees that it will use its reasonable
best efforts to prevent the issuance of any such stop order and, if
issued, to obtain as soon as possible the withdrawal thereof) and (vi) of
the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose and (vii) during the period when a prospectus relating to the
Securities is required to be delivered under the Act, of the mailing or
the delivery to the Commission for filing of any document to be filed
pursuant to the Exchange Act.

(b) If, at any time when a prospectus relating to the Securities is
required to be delivered under the Act, any event occurs as a result of
which the Prospectus as then supplemented would include any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it shall be necessary to amend
the Registration Statement or supplement the Prospectus to comply with the
Act or the Exchange Act or the respective rules and regulations
thereunder, the Company promptly will prepare and file with the
Commission, subject to paragraph (a) of this Section 5, an amendment or
supplement which will correct such statement or omission or an amendment
which will effect such compliance.

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

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

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

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<PAGE> 8

be required to qualify to do business in any jurisdiction in order to
effect such qualification.

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

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

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

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

(b) The Company shall have furnished to you and to Moody's Investors,
Inc. Service and Standard and Poor's Corporation (together, the "Rating
Agencies") if requested by you, the opinion of Neal, Gerber & Eisenberg,
special counsel to the Company (incorporating and relying upon the
opinions of ___________, special

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<PAGE> 9

Canadian counsel to the Company, as to Canadian law matters, and ________,
special Interstate Commerce Commission counsel to the Company, as to Interstate
Commerce Commission matters), dated the Closing Date, to the effect that:

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

(ii) all the outstanding shares of capital stock of each of the
Company's subsidiaries have been duly and validly authorized and issued
and are fully paid and nonassessable, and, all such capital stock is owned
directly or indirectly by the Company, free and clear of any perferected
security interest and, to the knowledge of such counsel, after due
inquiry, any other security interest, claims, liens or encumbrances;

(iii) the _____ Agreement has been duly authorized, executed and
delivered by the Company, has been duly qualified under the Trust
Indenture Act, and assuming due authorization, execution and delivery
thereof by the Trustee, the _____ Agreement constitutes a legal, valid and
binding obligation of the Company enforceable against the Company in
accordance with its terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
enforcement of creditors' rights generally and by general principles of
equity (regardless of whether enforcement is considered in a
proceeding in equity or at law);

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

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<PAGE> 10

(v) the Registration Statement has become effective under the Act;
any required filing of the Prospectus, and any supplements thereto,
pursuant to RuleE424(b) has been made in the manner and within the time
period required by RuleE424(b); to the best knowledge of such counsel, no
stop order suspending the effectiveness of the Registration Statement has
been issued, no proceedings for that purpose have been instituted or
threatened, and the Registration Statement, the Prospectus and each
amendment or supplement thereto (other than the financial statements and
related schedules and other financial and statistical information
contained therein as to which such counsel need express no opinion) comply
as to form in all material respects with the applicable requirements of
the Act and the Exchange Act and the respective rules and regulations
thereunder;

(vi) other than the rights of the Company under the _____ Agreement,
title to the equipment to be subjected to the _____ Agreement will, when
such equipment shall have been transferred to the Trustee as provided in
the _____ Agreement, be validly vested in the Trustee; the _____ Agreement
has been duly filed and recorded with the Interstate Commerce Commission
and the Registrar General of Canada and such equipment is subject to no
liens or encumbrances of record at the Interstate Commerce Commission and
the Registrar General of Canada;

(vii) this Agreement has been duly authorized, executed and
delivered by the Company and, assuming due authorization, execution and
delivery by you, constitutes a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except (i) as may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting enforcement of creditors'
rights generally and by general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law) and
(ii) as to provisions of this Agreement relating to indemnification or
contribution for liabilities arising under the Act, as to which such
counsel need express no opinion;

(viii) no authorization, approval, consent, order or license of or
filing with or notice to any government, governmental instrumentality,
regulatory body or authority or court is required for the valid
authorization, execution, delivery and performance by the Company of the
Securities, this Agreement and the ______ Agreement or the consummation by
the Company of the transactions contemplated by this Agreement, the ______
Agreement and the Securities Agreement, except such as have been obtained
under the Act and the Trust Indenture Act and such as may be required
under the blue sky laws of any

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<PAGE> 11

jurisdiction in connection with the purchase and distribution of
the Securities by you and such other approvals (specified in such opinion)
as have been obtained;

(ix) neither the issue and sale of the Securities, nor the
consummation of any other of the transactions herein contemplated nor the
fulfillment of the terms hereof will conflict with, result in a breach of,
or constitute a default under the charter or by-laws of the Company or the
terms of any indenture or other agreement or instrument known to such
counsel and to which the Company or any of its subsidiaries is a party or
bound, or any order or regulation known to such counsel to be applicable
to the Company or any of its subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator having jurisdiction
over the Company or any of its subsidiaries;

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

(xi) on the Closing Date, assuming due execution and delivery of the
Securities by the Trustee and the Company, the Securities when issued
against payment therefor as provided herein will constitute valid and
binding obligations of the Company, enforceable against the Company, in
accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting
enforcement of creditors' rights generally and by general principles of
equity (regardless of whether enforcement is considered in a proceeding in
equity or at law), and the holders of the Securities will be entitled to
the benefits of the _____ Agreement;

(xii) the _____ Agreement and the Securities conform in all material
respects to the descriptions thereof contained in the Prospectus;

(xiii) the _____ Agreement cannot be terminated by the Company for
so long as the Securities are outstanding; and

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

In passing on the form of the Registration Statement and the Prospectus and
each amendment and supplement thereto, such counsel may state that it has not

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<PAGE> 12

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

In rendering such opinion, such counsel may state that it expresses no
opinion as to the laws of any jurisdiction other than the State of
Illinois, the General Corporation Law of the State of Delaware and the
Federal law of the United States of America and may rely (A) as to matters
involving the application of (x) laws of Canada or its Provinces and (y)
laws, rules and regulations with respect to the Interstate Commerce
Commission to the extent deemed proper and specified in such opinion, upon
the opinion of other counsel of good standing whom such counsel believes
to be reliable and who are satisfactory to you and your counsel and (B) as
to matters of fact, to the extent deemed proper, on certificates of
responsible officers of the Company and public officials, and may assume
for purposes of its opinion set forth in Section 6(b)(vi) that the laws of
the State of New York are identical to the laws of the State of Illinois.

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

(d) The Company shall have furnished to you a certificate of the
Company, signed by the President or any Vice President and the principal
financial officer of the Company, dated the Closing Date, to the effect
that the signers of such certificate have

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<PAGE> 13

carefully examined the Registration Statement, the Prospectus and this
Agreement and that:

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

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

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

(e) At the Execution Time and at the Closing Date, Ernst & Young shall
have furnished to you a letter or letters, dated, respectively, as of the
Execution Time and as of the Closing Date, in form and substance
satisfactory to you, confirming that they are independent auditors within
the meaning of the Act and the applicable published rules and regulations
thereunder and stating in effect that in their opinion the audited
consolidated financial statements and schedules thereto incorporated by
reference in the Registration Statement and the Prospectus and reported on
by them comply as to form in all material respects with the applicable
accounting requirements of the Act and the applicable published rules and
regulations thereunder with respect to registration statements on
FormES-3; and that nothing came to their attention which caused them to
believe that the amounts under the caption "Selected Financial
Information" for each of the five years ended _______ included in the
Registration Statement and the Prospectus, do not agree with the
corresponding amounts in the audited financial statements from which such
amounts were derived; and as to the periods for which it served as the
Company's independent auditor, such financial statements were covered by
unqualified reports issued by them; and that they have performed certain
other specified procedures as a result of which they determined that
certain information of an accounting, financial or statistical nature
(which is limited to accounting, financial or statistical information
derived from the general accounting records of the Company) set forth in
the Registration Statement and the Prospectus, including the information
set forth under the captions "Selected Financial Information",

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<PAGE> 14

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

References to the Prospectus in this paragraph (e) include any
supplement thereto at the date of the letter.

(f) In addition, Ernst & Young shall have furnished to you a letter or
letters, dated, respectively, as of the Execution Time and as of the Closing
Date, in form and substance satisfactory to you, to the effect that:

(i) on the basis of a reading of the unaudited condensed
financial statements of the Company contained in the Company's
Quarterly Reports on Form 10-Q for the quarters ended ________,
________ and ________ incorporated by reference in the Registration
Statement, the amounts set forth under the captions "Selected
Financial Information" and "Capitalization" included in the
Registration Statement and the Prospectus and of the latest
unaudited consolidated financial statements made available to them
by the Company and its subsidiaries; carrying out certain specified
procedures (but not an audit in accordance with generally accepted
auditing standards) which would not necessarily reveal matters of
significance with respect to the comments set forth in such letter;
a reading of the minutes of the meetings of the stockholders,
directors and executive committees of the Company and its
subsidiaries; and inquiries of certain officials of the Company who
have responsibility for financial and accounting matters of the
Company and its subsidiaries as to transactions and events
subsequent to _________, nothing came to their attention which
caused them to believe that (A) the unaudited consolidated
financial statements of the Company incorporated by reference in
the Registration Statement do not comply as to form in all material
respects with the applicable accounting requirements of the Act and
the Exchange Act and the rules and regulations thereunder as they
apply to Form 10-Q or are not presented in conformity with
generally accepted accounting principles applied on a basis
substantially consistent with that of the audited consolidated
financial statements of the Company incorporated by reference in
the Registration Statement, and (B) with respect to the period
subsequent to _______, there were any changes, at a specified date
not more than five business days prior to the date of the letter,
in the borrowed debt of the Company and its subsidiaries or capital
stock of the Company or decreases in the stockholder's equity of
the Company and its subsidiaries as compared with the amounts shown
on the _________, unaudited consolidated balance sheet data
included in

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<PAGE> 15

"Selected Financial Information" in the Registration Statement and
the Prospectus, or for the period from _________ to such specified
date, there were any decreases, as compared with the corresponding
period in the preceding year, in total revenues from net sales and
services, or in income before income taxes or net income, of the
Company and its subsidiaries, except in all instances for changes
or decreases set forth in such letter, in which case the letter
shall be accompanied by an explanation by the Company as to the
significance thereof unless said explanation is not deemed
necessary by you.

(g) Subsequent to the Execution Time or, if earlier, the respective
dates as of which information is given in the Registration Statement and
the Prospectus, there shall not have been (i)Eany change or decrease
specified in the letter or letters referred to in paragraphsE(e) and (f)
of this SectionE6 or (ii)Eany change, or any development involving a
prospective change, in or affecting the business or properties of the
Company and its subsidiaries taken as a whole the effect of which, in any
case referred to in clauseE(i) or (ii) above, is, in your judgment, so
material and adverse as to make it impractical or inadvisable to proceed
with the public offering or the delivery of the Securities as contemplated
by the Registration Statement and the Prospectus.

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

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

If any of the conditions specified in this SectionE6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or
if any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in
form and substance to you and your counsel, this Agreement and all your
obligations hereunder may be canceled at, or at any time prior to, the Closing
Date by you. Notice of such cancellation shall be given to the Company in
writing or by telephone or telegraph confirmed in writing.

7. Reimbursement of the Underwriters' Expenses. If the sale of the
Securities provided for herein is not consummated because any condition to your
obligation set forth in Section 6 hereof is not satisfied, because of any
termination pursuant to Section 9 hereof or because of any refusal, inability
or failure on the part of the Company to perform any

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<PAGE> 16

agreement herein or comply with any provision hereof other than by reason
of a default by you, the Company will reimburse you upon demand for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by you in connection with the proposed purchase
and sale of the Securities.

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

(b) You severally (and not jointly) agree to indemnify and hold harmless
the Company, each of its directors, each of its officers who signs the
Registration Statement, and each person who controls the Company within the
meaning of either the Act or the Exchange Act, to the same extent as the
foregoing indemnity from the Company to you, but only with reference to written
information relating to you furnished to the Company by or on behalf of you
specifically for use in the preparation of the documents referred to in clause
(a) of this

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<PAGE> 17

Section 8. This indemnity agreement will be in addition to any liability which
you may otherwise have. The Company acknowledges that the statements set forth
in the last paragraph of the cover page and under the heading "Underwriting" in
any Preliminary Prospectus and the Prospectus and the stabilization language
included on the inside front cover of any Preliminary Prospectus and the
Prospectus constitute the only information furnished in writing by or on behalf
of you for inclusion in any Preliminary Prospectus or the Prospectus, and you
confirm that such statements are correct.

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

-17-

<PAGE> 18

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

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

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

-18-

<PAGE> 19

11. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to you, will be mailed, delivered or
telegraphed and confirmed in the case of Solomon Brothers Inc at 7 World Trade
Center, New York, New York 10048, Attention: Legal Department; in the case of
Morgan Stanley & Co. Incorporated at 1585 Broadway, New York, New York 10036,
Attention: Legal Department; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to it at 225 West Washington Street,
Chicago, Illinois 60606, Attention: Secretary.

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

-19-

<PAGE> 20

Very truly yours,

UNION TANK CAR COMPANY

By:________________________________
Name:
Title:

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

By:_______________________________
Name:
Title:

-20-

<PAGE> 21

Schedule A

Aggregate Principal Interest Principal Installment
[Name of Security] Amount Rate Payments
- --------------------------------------------------------------------------------
$ % $

<PAGE> 1

Exhibit 4(c)(1)

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

UNION TANK CAR COMPANY
EQUIPMENT TRUST
SERIES __

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

EQUIPMENT TRUST AGREEMENT

Dated ____________

Between

HARRIS TRUST AND SAVINGS BANK,

Trustee,

and

UNION TANK CAR COMPANY

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

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

Filed with the Surface Transportation Board of the Department of
Transportation pursuant to 49 U.S.C. Section 11301 on ______ __, _____, at
[________ a.m./p.m.], recordation number _________, and deposited in the Office
of the Registrar General of Canada pursuant to Section 90 of the Railway Act
(Canada) on _______ __, ____, at [________ a.m./p.m.]
<PAGE> 2
TABLE OF CONTENTS*

ARTICLE ONE Definitions . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . 6

ARTICLE TWO Trust Certificates and Issuance;
Interests Represented and Maturity . . . . . . . . . . . 9

SECTION 2.01. Issuance of Trust Certificates . . . . . . . . . 9
SECTION 2.02. Interests Represented by Trust
Certificates; Interest Payments;
Maturity . . . . . . . . . . . . . . . . . . . 10
SECTION 2.03. Form, Execution and Characteristics
of Trust Certificates . . . . . . . . . . . . . 10
SECTION 2.04. Replacement of Lost Trust Certificates . . . . . 11

ARTICLE THREE Acquisition of Trust Equipment by
Trustee: Deposited Cash . . . . . . . . . . . . . . . . 12

SECTION 3.01. Acquisition of Equipment by Trustee . . . . . . . 12
SECTION 3.02. Payment of Deposited Cash . . . . . . . . . . . . 13
SECTION 3.03. Payment of Deficiency . . . . . . . . . . . . . . 13
SECTION 3.04. Supporting Papers . . . . . . . . . . . . . . . . 13

ARTICLE FOUR Lease of Trust Equipment to the Company . . . . . . . . . 14

SECTION 4.01. Lease of Trust Equipment to the Company . . . . . 14
SECTION 4.02. Equipment Automatically Subjected . . . . . . . . 14
SECTION 4.03. Additional and Substituted Equipment
Subject Hereto . . . . . . . . . . . . . . . . 14
SECTION 4.04. Rental Payments . . . . . . . . . . . . . . . . . 15
SECTION 4.05. Termination of Trust . . . . . . . . . . . . . . 16
SECTION 4.06. Indemnity . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.07. Substitution and Replacement of
Trust Equipment . . . . . . . . . . . . . . . . 17
SECTION 4.08. Maintenance of Trust Equipment;
Casualty Occurrences . . . . . . . . . . . . . 19

__________________________________

* This Table of Contents has been included in the document for
convenience only and does not form a part of, or affect any
construction or interpretation of, this document.

-i-
<PAGE> 3
SECTION 4.09. Possession of Trust Equipment . . . . . . . . . . 20
SECTION 4.10. Marking of Trust Equipment . . . . . . . . . . . 21

ARTICLE FIVE Events of Default and Remedies . . . . . . . . . . . . . . 21

SECTION 5.01. Events of Default . . . . . . . . . . . . . . . . 21
SECTION 5.02. Remedies . . . . . . . . . . . . . . . . . . . . 24
SECTION 5.03. Application of Proceeds . . . . . . . . . . . . . 25
SECTION 5.04. Waivers of Default . . . . . . . . . . . . . . . 25
SECTION 5.05. Obligations of Company Not Affected
by Remedies . . . . . . . . . . . . . . . . . . 26
SECTION 5.06. Company To Deliver Trust Equipment
to Trustee . . . . . . . . . . . . . . . . . . 26
SECTION 5.07. Trustee To Give Notice of Default . . . . . . . . 26
SECTION 5.08. Control by Holders of Trust
Certificates . . . . . . . . . . . . . . . . . 27
SECTION 5.09. Limitations on Suits by Holders of
Trust Certificates . . . . . . . . . . . . . . 27
SECTION 5.10. Unconditional Right of Holders of
Trust Certificates To Sue for
Principal and Interest . . . . . . . . . . . . 27
SECTION 5.11. Remedies Cumulative; Subject to
Mandatory Requirements of Law . . . . . . . . . 27

ARTICLE SIX Additional Agreements by the Company . . . . . . . . . . . 28

SECTION 6.01. Guarantee of the Company . . . . . . . . . . . . 28
SECTION 6.02. Discharge of Liens . . . . . . . . . . . . . . . 28
SECTION 6.03. Further Assurances . . . . . . . . . . . . . . . 29
SECTION 6.04. Payment of Expenses; Recording . . . . . . . . . 29

ARTICLE SEVEN Concerning the Holders of Trust Certificates . . . . . . . 30

SECTION 7.01. Evidence of Action Taken by Holders
of Trust Certificates . . . . . . . . . . . . . 30
SECTION 7.02. Proof of Execution of Instruments and
of Holding of Trust Certificates . . . . . . . 30
SECTION 7.03. Trust Certificates Owned by Company . . . . . . . 30
SECTION 7.04. Right of Revocation of Action Taken . . . . . . . 30
SECTION 7.05. Amendment or Waiver . . . . . . . . . . . . . . . 31

-ii-
<PAGE> 4
ARTICLE EIGHT The Trustee . . . . . . . . . . . . . . . . . . . . . . .31

SECTION 8.01. Acceptance of Trust . . . . . . . . . . . . . . .31
SECTION 8.02. Duties and Responsibilities of the
Trustee . . . . . . . . . . . . . . . . . . . .31
SECTION 8.03. Application of Rentals . . . . . . . . . . . . .32
SECTION 8.04. Funds May be Held by Trustee;
Investments . . . . . . . . . . . . . . . . . .33
SECTION 8.05. Trustee Not Liable for Delivery Delays
or Defects in Equipment or Title . . . . . . .34
SECTION 8.06. Resignation and Removal; Appointment
of Successor Trustee . . . . . . . . . . . . .34
SECTION 8.07. Acceptance of Appointment by Successor
Trustee . . . . . . . . . . . . . . . . . . . .35
SECTION 8.08. Merger or Consolidation of Trustee . . . . . . .35
SECTION 8.09. Return of Certain Moneys to Company . . . . . . .35

ARTICLE NINE Miscellaneous . . . . . . . . . . . . . . . . . . . . . .36

SECTION 9.01. Rights Confined to Parties and Holders . . . . .36
SECTION 9.02. No Recourse . . . . . . . . . . . . . . . . . . .36
SECTION 9.03. Binding Upon Assigns . . . . . . . . . . . . . .36
SECTION 9.04. Notices . . . . . . . . . . . . . . . . . . . . .36
SECTION 9.05. Effect of Headings: Date Executed;
and Governing Law . . . . . . . . . . . . . . .37
SECTION 9.06. Legal Holidays . . . . . . . . . . . . . . . . .37
SECTION 9.07. Counterparts . . . . . . . . . . . . . . . . . .37

SCHEDULE I - List of Equipment (initial closing)

-iii-
<PAGE> 5
EQUIPMENT TRUST AGREEMENT dated _______ __, _____, between
HARRIS TRUST AND SAVINGS BANK, solely in its capacity as Trustee, an Illinois
banking corporation (the "Trustee"), and UNION TANK CAR COMPANY, a Delaware
corporation (the "Company");

WHEREAS Union Tank Car Company Equipment Trust Certificates, Series __
(the "Trust Certificates"), are to be issued and sold from time to time, at a
price not less than their principal amount, in an aggregate principal amount
not exceeding $__________; and

WHEREAS the proceeds of the sale of the Trust Certificates together
with such other cash, if any, as may be required to be deposited by the Company
as hereinafter provided are to constitute a fund, to be known as Union Tank Car
Company Equipment Trust, Series __, to be applied by the Trustee from time to
time in part payment of the Cost (as hereinafter defined) of the Trust
Equipment (as hereinafter defined), the remainder of the Cost thereof to be
paid out of advance rentals to be paid by the Company as provided herein; and

WHEREAS title to such Trust Equipment is to be vested in and is to be
retained by the Trustee, and such Trust Equipment is to be leased to the
Company hereunder until title is transferred under the provisions hereof; and

WHEREAS the texts of the Trust Certificates and the guaranty to be
endorsed on the Trust Certificates by the Company are to be substantially in
the following form:

-1-
<PAGE> 6
[Form of Trust Certificate]

THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933

No. R-__________ $___________

UNION TANK CAR COMPANY
Equipment Trust Certificate, Series 26
Total Authorized Issue $

HARRIS TRUST AND SAVINGS BANK
Trustee

HARRIS TRUST AND SAVINGS BANK, as Trustee under an Equipment Trust
Agreement (the "Agreement") dated ________ __, _____, between HARRIS TRUST AND
SAVINGS BANK, as Trustee (the "Trustee"), and Union Tank Car Company, a
Delaware corporation (the "Company"), hereby certifies that

or registered assigns is entitled to an interest in the principal amount of

Dollars ($ ) in Union Tank Car Company Equipment Trust, Series __,
due and payable on or before __________, ___, ___, and to interest on the amount
of unpaid principal from time to time due and owing pursuant to this Trust
Certificate from the date hereof at the rate of _____% per annum (and, if
applicable, the additional amounts that may become payable under Section 4.04
of the Agreement). Interest on this Trust Certificate shall be calculated on
the basis of a 360-day year of twelve 30-day months.

This Trust Certificate shall be payable as follows (unless payment is
hereof accelerated pursuant to Article Five of the Agreement): the outstanding
principal amount hereof shall be paid on [describe principal payments] and
interest payments on the outstanding principal shall be made [describe interest
payments] on ___________ and ____________ in each year commencing
_________, ___, ______. Interest on any overdue installment of interest and on
any overdue payment of principal, to the extent legally enforceable, shall be
payable at the rate per annum of 1% over the rate specified above. Payments of
principal and interest shall be made by the Trustee to the registered holder
hereof at the corporate trust office of the Trustee in ___________,
___________, in such coin or currency of the United States of America as, at
the time of payment, shall be legal tender for the payment of public and
private debts. Each of such payments shall be made only from and solely out of
rentals or other moneys received by the Trustee and applicable to such payment
under the provisions of the Agreement.

-2-
<PAGE> 7
This Trust Certificate is one of an authorized issue of Trust
Certificates in an aggregate principal amount not exceeding the Total
Authorized Issue set forth above, issued under the Agreement, pursuant to which
certain railroad equipment leased to the Company (or cash or obligations
defined in the Agreement as "Investments" in lieu thereof, as provided in the
Agreement) is held by the Trustee in trust for the equal and ratable benefit of
the registered holders of the Trust Certificates issued thereunder. Reference
is made to the Agreement (a copy of which is on file with the Trustee at its
corporate trust office) for a more complete statement of the terms and
provisions thereof, to all of which the registered holder hereof, by accepting
this Trust Certificate, assents.

This Trust Certificate is transferable in whole or in part by the
registered holder hereof in person or by its duly authorized attorney upon
presentment hereof for registration of transfer to the Trustee at its said
office accompanied by an appropriate instrument of assignment and transfer,
duly executed by the registered holder in person or by such attorney, in form
satisfactory to the Trustee, and thereupon a new fully registered Trust
Certificate or Certificates of the same maturity in authorized denominations
for the then aggregate unpaid principal amount hereof will be issued in the
name of such person or persons as may be designated by such holder. Prior to
due presentment for registration of transfer, the Trustee and the Company may
deem and treat the person in whose name this Trust Certificate is registered as
the absolute owner hereof for the purpose of receiving payment of principal and
interest and for all other purposes and shall not be affected by any notice to
the contrary.

In case of the happening of an Event of Default (as defined in the
Agreement) the principal amount represented by this Trust Certificate may
become or be declared due and payable in the manner and with the effect
provided in the Agreement.

This Trust Certificate shall not be deemed a promise to pay of
Harris Trust and Savings Bank in its individual capacity and payment by Harris
Trust and Savings Bank shall be made as Trustee only from and solely out of
rentals or other moneys received by the Trustee and applicable to such payment
and the provisions of this Agreement.

-3-
<PAGE> 8
IN WITNESS WHEREOF, the Trustee has caused this Trust Certificate to
be signed by one of its duly authorized officers, by his/her signature or a
facsimile thereof, and its corporate seal or a facsimile thereof to be hereunto
affixed or imprinted hereon and to be attested by one of its duly authorized
officers, by his/her signature. Neither this Trust Certificate nor the
guaranty endorsed hereon shall be valid or enforceable for any purpose until
this Trust Certificate shall have been so signed by a duly authorized officer
and the corporate seal so attested by such duly authorized officer.

Dated ,

Harris Trust and Savings Bank, as
Trustee

By
------------------------------------
Authorized Officer

[Corporate Seal]

Attest:

- ----------------------------------------------
Authorized Officer

-4-
<PAGE> 9
UNION TANK CAR COMPANY, for valuable consideration, hereby
unconditionally and irrevocably guarantees to the registered holder of the
within Trust Certificate the prompt payment when due of the principal of said
Trust Certificate and of the interest thereon specified in said Trust
Certificate, with interest on any overdue principal and on any overdue
interest, to the extent legally enforceable, at the rate specified in such
Trust Certificate, all in accordance with the terms of said Trust Certificate
and the Equipment Trust Agreement referred to therein.

UNION TANK CAR COMPANY

By
------------------------------------

-5-
<PAGE> 10
WHEREAS it is desired to secure to the holders of the Trust
Certificates the payment of the principal thereof when due, whether by
declaration or otherwise, and interest thereon as hereinafter provided;

NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties hereto hereby agree as follows:

ARTICLE ONE

Definitions
-----------

SECTION 1.01. Definitions. The following terms (except as
otherwise expressly provided or unless the context otherwise requires) for all
purposes of this Agreement shall have the respective meanings hereinafter
specified:

Affiliate of any corporation shall mean any corporation which,
directly or indirectly, controls or is controlled by, or is under
common control with, such corporation. For the purposes of this
definition, control (including controlled by and under common control
with), as used with respect to any corporation, shall mean the
possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such corporation,
whether through the ownership of voting securities or by contract or
otherwise.

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

Company shall mean Union Tank Car Company, a Delaware
corporation (whose chief place of business and chief executive office
is currently located at 225 West Washington Street, Chicago, Illinois
60606), and any successor or successors to it complying with the
provisions of Section 4.09.

Corporate Trust Office shall mean the principal office of the
Trustee, at which the corporate trust business of the Trustee shall,
at the time in question, be administered, which office is, on the date
of execution of this Agreement, located at 111 West Monroe Street,
Chicago, Illinois 60603.

Cost, when used in respect of Equipment not built by the
Company or any Affiliate of the Company, shall mean the actual cost
thereof to the Company and, in respect of Equipment built by the
Company or any such Affiliate, shall mean an amount

-6-
<PAGE> 11
not in excess of "car builder's cost", including direct cost of labor,
material and overhead but excluding any manufacturing profit.

Default shall mean

(1) any Event of Default; and

(2) any event which, with the giving of notice or the
passage of time or both, could constitute an Event of Default.

The Company shall be considered to "be in Default" if a Default shall
have occurred and be continuing.

Deposited Cash shall mean the aggregate of (a) the proceeds
from the sale of the Trust Certificates deposited with the Trustee
pursuant to Section 2.01 and, when required or indicated by the
context, any Investments purchased by the use of such proceeds
pursuant to the provisions of Section 8.04, and (b) any sums restored
to Deposited Cash from rentals pursuant to Section 4.04(B)(l)(b) and
on deposit with the Trustee.

Engineer's Certificate shall mean a certificate signed by a
person appointed by the Company who shall be an engineer, appraiser or
other expert, as the case may require. Such person may be an officer
or employee of the Company except where this Agreement specifically
requires the signature of an independent engineer, appraiser or other
expert.

Equipment shall mean standard-gauge railroad tank cars and
covered hopper cars, which tank cars and covered hopper cars are
rolling stock used or intended for use in connection with interstate
commerce and which were first put into use on or after __________,
199_; provided, however, in the case of Equipment sold to the Trustee
pursuant to Section 4.07, it shall not include any railroad equipment
first put into use prior to __________.

Event of Default shall mean any event specified in Section
5.01 to be an Event of Default.

The word "holder", when used with respect to Trust
Certificates, shall include the plural as well as the singular number.

Independent Engineer shall mean an engineer, appraiser or
other expert appointed by the Company and approved by the Trustee in
the exercise of reasonable care, who (a) is in fact independent, (b)
does not have any substantial interest, direct or indirect, in the
Company or in any other obligor on the Trust Certificates or in any
Affiliate of the Company or any such other obligor and (c) is not
connected with the Company or any other obligor on the Trust
Certificates or any Affiliate of the Company or any such other

-7-
<PAGE> 12
obligor as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.

Investments shall mean (a) bonds, notes or other direct
obligations of the United States of America or obligations for which
the full faith and credit of the United States is pledged to provide
for the payment of the interest and principal and which mature within
one year of the date of purchase, (b) open market commercial paper of
any company incorporated and doing business under the laws of the
United States of America or one of the States thereof given a rating
of "A-1" by Standard & Poor's Corporation or "prime-1" or better by
NCO/Moody's Commercial Paper Division of Moody's Investors Service,
Inc. or an equivalent rating by a successor thereto or a similar
nationally recognized rating service substituted therefor, (c)
certificates of deposit or time deposits in banks or trust companies,
including the Trustee, incorporated and doing business under the laws
of the United States of America or one of the States thereof having a
capital and surplus aggregating at least $250,000,000 and (d) The
First National Bank of Chicago Corporate Trust Short Term Investment
Fund, so long as the shares of such fund are rated by Standard &
Poor's Ratings Group and Moody's Investors Service, Inc. in one of the
two highest rating categories (without regard to any refinement or
gradation of rating category by numerical modifier or otherwise)
assigned by Standard & Poor's Ratings Group and Moody's Investors
Service, Inc. for obligations of that nature.

Officers' Certificate shall mean a certificate signed by the
Chairman of the Board, or the President or any Vice President and by
the Treasurer or any Assistant Treasurer or the Secretary or any
Assistant Secretary of the Company, which officer is in a position to
know the truth and accuracy thereof.

Opinion of Counsel shall mean an opinion in writing signed by
legal counsel who shall be acceptable to the Trustee and who may,
unless in a particular instance the Trustee shall otherwise require,
be an employee of or counsel to the Company. The acceptance by the
Trustee of, and its action on, an Opinion of Counsel shall be
sufficient evidence that such counsel is satisfactory to the Trustee.

Owner shall mean the manufacturer or other person transferring
title to any of the Equipment to the Trustee.

Penalty Rate shall mean 1% per annum over the rate specified
in the Trust Certificates.

Request shall mean a written request for the action therein
specified, delivered to the Trustee, dated not more than 10 days prior
to the date of delivery to the Trustee and signed on behalf of the
Company by the Chairman of the Board, the President, a Vice President
or the Treasurer of the Company.

-8-
<PAGE> 13
Trust Certificates shall mean the Equipment Trust Certificates
issued hereunder.

Trust Equipment shall mean all Equipment at the time subject
to the terms of this Agreement.

Trustee shall mean Harris Trust and Savings Bank, solely
in its capacity as Trustee, and, subject to the provisions of Article
Eight, any successor as trustee hereunder.

Value, as used herein, shall mean an amount determined as
follows:

(1) the Value of any unit of Trust Equipment
assigned or transferred by the Trustee as provided in Section
4.07, and as used in Sections 5.01 and 6.05 in respect of
Trust Equipment, shall be deemed to be the greater of (a) the
fair market value thereof and (b) the Cost thereof (as
theretofore certified to the Trustee) less 1/20 of such Cost
for each full year elapsed between the date such unit was
first put into use (as theretofore so certified) and the date
as of which Value is to be determined;

(2) the Value of any unit of Equipment conveyed
to the Trustee as provided in Article Three and in Section
4.07 shall be deemed to be the lesser of (a) the fair market
value thereof and (b) the Cost of such unit or, in the case of
any unit of Equipment not new, the Cost thereof less 1/20 of
such Cost for each full year elapsed between the date such
unit was first put into use and the date of the transfer
thereof to the Trustee; and

(3) the Value of any Unit of Equipment as used in
Section 4.08 shall be deemed to be the cost thereof less
1/20th of such Cost for each full year elapsed between the
date such Unit was first put into use and the date as of which
Value is to be determined.

The words herein, hereof, hereby, hereto, hereunder and words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, paragraph or subdivision hereof.

ARTICLE TWO

Trust Certificates and Issuance;
--------------------------------
Interests Represented and Maturity
----------------------------------

SECTION 2.01. Issuance of Trust Certificates. Upon the sale from
time to time of any of the Trust Certificates, an amount equal to the principal
amount of the Trust Certificates so sold shall, forthwith upon the issuance
thereof, be deposited in cash with the Trustee.

-9-
<PAGE> 14
Thereupon the Trustee shall issue and deliver, as the Company shall
direct by Request, Trust Certificates in the aggregate principal amount so
sold.

The aggregate principal amount of Trust Certificates which shall be
executed and delivered by the Trustee under this Section shall not exceed the
Total Authorized Issue specified in the form of Trust Certificate, and the
aggregate principal amount represented by all the Trust Certificates shall be
payable as hereinafter set forth.

SECTION 2.02. Interests Represented by Trust Certificates; Interest
Payments; Maturity; No Redemption. Each of the Trust Certificates shall
represent an interest in the principal amount therein specified in the trust
created hereunder. The Trust Certificates shall bear interest at _____% per
annum and shall be payable as follows (unless payment thereof is accelerated
pursuant to Article Five of this Agreement): the outstanding principal amount
thereof shall be paid on [describe principal payments], and interest payments
on the outstanding principal shall be paid in [describe interest payments] on
_________ and __________ in each year commencing ___, ___,____, 199[6]. The
Trust Certificates are not redeemable prior to maturity. Interest on the Trust
Certificates shall accrue from the date of original issue and shall be
calculated on the basis of a 360-day year of twelve 30-day months. Interest
shall be payable on overdue installments of interest and on any overdue payment
of principal, to the extent legally enforceable, interest at the Penalty Rate.

Payment of the principal of and interest on the Trust Certificates
shall be made by the Trustee at the Corporate Trust Office in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, but only from and
solely out of rentals or other moneys received by the Trustee and applicable to
such payment under the provisions of this Agreement.

SECTION 2.03. Form, Execution and Characteristics of Trust
Certificates. (a) The Trust Certificates and the guaranty to be endorsed on
the Trust Certificates by the Company as provided in Section 6.01 shall be in
substantially the forms hereinbefore set forth.

(b) The Trust Certificates shall be signed in the name and on
behalf of the Trustee by the manual or facsimile signature of one of its duly
authorized officers and its corporate seal or a facsimile thereof shall be
affixed or imprinted thereon and attested by the manual signature of one of its
duly authorized officers. In case any officer of the Company or the Trustee
whose signature, whether facsimile or not, shall appear on any of the Trust
Certificates shall cease to be such officer of the Company or the Trustee
before the Trust Certificates shall have been issued and delivered by the
Trustee or shall not have been acting in such capacity on the date of the Trust
Certificates, such Trust Certificates may be adopted by the Company, Union or
the Trustee and be issued and delivered as though such person had not ceased to
be or had then been such officer of the Company, Union or the Trustee.

(c) The Trust Certificates (i) shall be issuable in denominations
of U.S. $1,000 or any multiple thereof; (ii) shall be registered, as to both
principal and interest, in the name of the

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<PAGE> 15
holders; (iii) shall be transferable in whole or in part upon presentation and
surrender thereof for transfer at the Corporate Trust Office, accompanied by
appropriate instruments of assignment and transfer, duly executed by the
registered holder of the surrendered Trust Certificate or Certificates or by
duly authorized attorney, in form satisfactory to the Trustee; (iv) shall be
dated as of the date of issue unless issued in exchange for another Trust
Certificate or Certificates bearing unpaid interest from an earlier date, in
which case they shall be dated as of such earlier date; (v) shall entitle the
registered holder to interest from the date thereof; and (vi) shall be
exchangeable for an aggregate principal amount of Trust Certificates of
authorized denominations of like tenor and maturity equal to the then unpaid
principal amount of Trust Certificates being exchanged.

(d) Anything contained herein to the contrary notwithstanding,
prior to due presentment for registration of transfer, the parties hereto may
deem and treat the registered holder of any Trust Certificates as the absolute
owner of such Trust Certificates for all purposes and shall not be affected by
any notice to the contrary.

(e) The Trustee shall cause to be kept at the Corporate Trust
Office books for the registration of transfer of the Trust Certificates and,
upon presentation of the Trust Certificates for such purpose, the Trustee shall
register any transfer as hereinabove provided, and under such reasonable
regulations as it may prescribe.

(f) For any registration, transfer or exchange, the Trustee shall
require the payment of a sum sufficient to reimburse it for any governmental
charge connected therewith.

(g) Each Trust Certificate delivered pursuant to any provision of
this Agreement in exchange or substitution for, or upon the transfer of the
whole or any part, as the case may be, of one or more other Trust Certificates
shall carry all the rights to principal and to interest accrued and unpaid and
to accrue, which were carried by the whole or such part, as the case may be, of
such one or more other Trust Certificates, and, notwithstanding anything
contained in this Agreement, such Trust Certificate shall be so dated that
neither gain nor loss in interest or principal shall result from such exchange,
substitution or transfer and a notation of all previous principal payments
shall be endorsed on the reverse side thereof.

(h) The Trustee shall not be required to issue, transfer or
exchange Trust Certificates for a period of 10 days next preceding any interest
payment date.

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<PAGE> 16
to this Section shall furnish to the Trustee and to the Company evidence to
their satisfaction of the loss, destruction or theft of such Trust Certificate
alleged to have been lost, destroyed or stolen and of the ownership and
authenticity of such mutilated, defaced, lost, destroyed or stolen Trust
Certificate, and also shall furnish such security or indemnity as may be
required by the Trustee and the Company in their discretion, and shall pay all
expenses and charges of such substitution or exchange. In the case of each of
the original purchasers of Trust Certificates or any institutional investor
transferee, a letter of indemnity in form reasonably satisfactory to the
Company and the Trustee from such purchaser shall be sufficient security and
indemnity. All Trust Certificates are held and owned upon the express
condition that the foregoing provisions are exclusive in respect of the
replacement of mutilated, defaced, lost, destroyed or stolen Trust Certificates
and shall preclude any and all other rights and remedies, any law or statute
now existing or hereafter enacted to the contrary notwithstanding.

ARTICLE THREE

Acquisition of Trust Equipment by
---------------------------------
Trustee: Deposited Cash
-----------------------

SECTION 3.01. Acquisition of Equipment by Trustee. The Company shall
cause to be sold to the Trustee, as trustee for the holders of the Trust
Certificates, as soon as practicable, all of the Equipment described in Schedule
I hereto; provided, however, that if the aggregate Cost of the Trust Equipment
delivered to the Trustee or its agent or agents pursuant to this Article Three,
as specified in the Officers' Certificate theretofore delivered to the Trustee
pursuant to Section 3.04, shall exceed _______% of the aggregate principal
amount of Trust Certificates issued under Section 2.01, upon Request the Trustee
shall execute and deliver to the Company a supplement hereto excluding from this
Agreement Equipment having a Cost in excess of such amount so that the aggregate
Cost of the Trust Equipment shall not exceed _______% of the aggregate principal
amount of the Trust Certificates issued pursuant to Section 2.01. The Trust
Equipment sold to the Trustee shall be delivered to the person or persons
designated by the Trustee as its agent or agents to accept such delivery (who
may be one or more of the officers or agents of the Company) and the certificate
of any such agent or agents as to such delivery and acceptance shall be
conclusive evidence of such delivery.

In the event that the Company shall deem it necessary or desirable to
procure for the use of the Company, and to include in the trust hereby created,
other Equipment in lieu of any units of the Equipment specifically described in
Schedule I hereto prior to the acceptance of such Equipment by the Trustee or
its agent or agents, or in the event that any unit of the Equipment described in
Schedule I hereto shall suffer a Casualty Occurrence as defined in Section
4.08, prior to such acceptance, the Company may cause to be sold to the Trustee
other Equipment, to be substituted under the trust.

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<PAGE> 17
If the aggregate Cost, as specified in the Officers' Certificate
theretofore delivered to the Trustee pursuant to Section 3.04, of the Trust
Equipment delivered to the Trustee or its agent or agents pursuant to this
Article Three shall be less than _______% of the principal amount of the Trust
Certificates issued pursuant to Section 2.01, the Company will cause to be sold
to the Trustee additional Equipment in such amount and of such Cost that such
aggregate final Cost of the Trust Equipment will be at least _______% of the
principal amount of the Trust Certificates issued pursuant to Section 2.01.

SECTION 3.02. Payment of Deposited Cash. From time to time, when
and as any Equipment shall have been accepted by the Trustee or its agent or
agents pursuant to Section 3.01, the Trustee shall (subject to the provisions
of Sections 3.03 and 3.04) pay, upon Request, to the Owner of the accepted
Equipment out of Deposited Cash an amount not exceeding __% of the aggregate
Cost of such Trust Equipment, as specified in the Officers' Certificate
furnished to the Trustee pursuant to Section 3.04(b).

SECTION 3.03. Payment of Deficiency. The Company covenants that,
contemporaneously with any payment by the Trustee pursuant to Section 3.02, it
will either (a) pay to the Trustee the advance rental provided in Section
4.04(A), and thereupon the Trustee shall, upon Request, pay to the Owner of the
delivered Trust Equipment, by the use of such advance rental, the portion of
the Cost of the delivered Trust Equipment not paid out of Deposited Cash as
provided for in Section 3.02 or (b) deliver to the Trustee an executed
counterpart of a receipt from such Owner evidencing the direct payment by the
Company to such Owner of that portion of the Cost of such Trust Equipment equal
to the amount of advance rental required to be paid to the Trustee pursuant to
clause (a) of this sentence in respect of such Trust Equipment or, if the
Company is the Owner of the delivered Trust Equipment, a statement to such
effect; the intention being that the Company shall ultimately pay not less than
__% of the Cost of all the Trust Equipment delivered to the Trustee pursuant to
this Article Three, and the Trustee and the Company shall at any time, if
occasion arises, adjust their accounts and payments to the end that the Trustee
shall pay with Deposited Cash not more than __% of the Cost, and the Company
shall pay as advance rental the remainder, to be not less than __% of such
Cost.

SECTION 3.04. Supporting Papers. The Trustee shall not pay out any
Deposited Cash against the delivery of any of the Trust Equipment unless and
until it shall have received:

(a) a certificate of the agent or agents designated by
the Trustee to receive delivery of the Trust Equipment, stating that
the Trust Equipment described and specified therein by number or
numbers has been delivered to such agent or agents (the date of such
certificate to be presumed conclusively as the date of such delivery);

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<PAGE> 18
or is not less than the amount therein specified, (iv) the Value to
the Company, in the opinion of the signers, of such Trust Equipment as
of the date of the Section 3.02 Request and (v) that, in the opinion
of the signers, all conditions precedent provided in this Agreement
relating to the payment in question have been complied with;

(c) (i) an invoice or invoices from the Owner of such
Trust Equipment, if other than the Company, and (ii) a bill or bills
of sale of such Trust Equipment from the Owner thereof to the Trustee,
which bill or bills of sale shall contain a warranty or guaranty to
the Trustee that the title to the Trust Equipment described therein is
free from all liens and encumbrances (except as permitted herein)
other than the rights of the Company hereunder; and

(d) an Opinion of Counsel to the effect (i) that such
bill or bills of sale are valid and effective, either alone or in
connection with any other instrument referred to in and accompanying
such opinion, to vest in the Trustee title to such Trust Equipment
free from all liens, security interests and other encumbrances (except
as permitted herein) other than the rights of the Company hereunder,
(ii) that in the case of any Trust Equipment not specifically
described herein, a proper supplement hereto in respect of such Trust
Equipment has been duly executed by the Trustee and the Company and
filed and recorded in accordance with Section 6.05 and (iii) that, in
the opinion of such counsel, all conditions precedent provided for in
this Agreement relating to the payment in question have been complied
with.

Any Officers' Certificate delivered pursuant to this Section may state
that the Cost of the Trust Equipment therein referred to is tentatively
determined, subject to final adjustment to be evidenced in a final Officers'
Certificate to be delivered to the Trustee.

ARTICLE FOUR

Lease of Trust Equipment to the Company
---------------------------------------

SECTION 4.01. Lease of Trust Equipment to the Company. The Trustee
does hereby let and lease to the Company all the Trust Equipment from and after
the respective dates such Trust Equipment is acquired by the Trustee hereunder
to the date on which the final payment of principal and interest on any Trust
Certificate is due.

SECTION 4.02. Equipment Automatically Subjected. As and when any
Equipment shall from time to time be transferred to the Trustee hereunder, the
same shall, ipso facto and without further instrument of lease or transfer,
become subject to all the terms and provisions hereof.

SECTION 4.03. Additional and Substituted Equipment Subject Hereto.
In the event that the Company shall, as provided in Section 3.01 or 4.07, cause
to be transferred to the

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<PAGE> 19
Trustee other Equipment in addition to or in substitution for any of the
Equipment herein specifically described or subjected hereto, such other
Equipment shall be included as part of the Trust Equipment by supplement hereto
to be executed by the Trustee and the Company and shall be subject to all the
terms and conditions hereof in all respects as though it had been part of the
Equipment herein specifically described.

SECTION 4.04. Rental Payments. The Company hereby accepts the
lease of all the Trust Equipment, and covenants and agrees to accept delivery
and possession hereunder of the Trust Equipment; and the Company covenants and
agrees to pay to the Trustee at the Corporate Trust Office (or, in the case of
taxes, to the proper taxing authority), in such coin or currency of the United
States of America as at the time of payment shall be legal tender for the
payment of public and private debts, rental hereunder which shall be sufficient
to pay and discharge the following items, when and as the same shall become due
and payable (whether or not any of such items shall become due and payable
prior to the acceptance of delivery of any unit of the Trust Equipment).

(A) The Company shall pay to the Trustee, as hereinafter
provided, as advance rental hereunder, sums which in the aggregate
shall be equal to the difference between the aggregate Cost of the
Trust Equipment (other than Trust Equipment subjected hereto pursuant
to Section 4.07) and the portion of such Cost to be provided out of
the proceeds (excluding accrued interest, if any) of the sale of the
Trust Certificates, the intention being that, when all such Trust
Equipment shall have been transferred to the Trustee, the Company
shall have paid or shall pay to the Trustee, as advance rental
hereunder, a sum equal to the amount by which the aggregate Cost of
such Trust Equipment exceeds such proceeds of the sale of the Trust
Certificates. The Company agrees to pay such advance rental as
follows:

(1) at the time of issue of any Trust Certificate
pursuant to Section 2.01 a sum which, when added to the
proceeds of the sale of such Trust Certificate deposited with
or to the credit of the Trustee, will make the total sum
deposited equal to the principal amount of such Trust
Certificate; and

(2) upon delivery of any such Trust Equipment, a
sum equal to the portion of the Cost of such delivered Trust
Equipment not paid out of Deposited Cash as provided for in
Section 3.02, but not less than __% of such Cost.

(B) In Addition to such advance rental the Company shall
pay to the Trustee, as rental for the Trust Equipment (notwithstanding
that any of the Trust Certificates shall have been acquired by the
Company or shall not have been presented for payment), the following:

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<PAGE> 20
amount equal to any expenses incurred or loss of principal
(including interest accrued thereupon at time of purchase) in
connection with any purchase, sale or redemption by the
Trustee of Investments;

(2) from time to time upon demand of the Trustee,
any and all taxes, assessments, and governmental charges which
the Trustee as such may be required to pay, including, without
limitation, all taxes, assessments and governmental charges
upon or on account of the income or property of the Trust, or
upon or on account of this Agreement;

(3) (a) the amounts of interest payable on the
Trust Certificates, when and as the same shall become payable,
and (b) interest at the Penalty Rate from the due date, upon
the amount of any installments of rental payable in respect of
the principal of and interest on the Trust Certificates which
shall not be paid when due, to the extent legally enforceable;
and

(4) the principal of the Trust Certificates, when
and as the same shall become payable, whether upon the date of
maturity thereof or by declaration or otherwise.

Nothing contained herein or in the Trust Certificates shall be deemed
to impose on the Trustee or on the Company any obligation to pay to the
registered holder of any Trust Certificate any tax, assessment or governmental
charge required by any present or future law of the United States of America,
or of any state, county, municipality or other taxing authority thereof, to be
paid on behalf of, or withheld from the amount payable to, the holder of any
Trust Certificate.

The Company shall not be required to pay any tax, assessment or
governmental charge so long as it shall in good faith and by appropriate legal
proceedings contest the validity thereof; provided, however, that in the
judgment of the Trustee and as set forth in an Opinion of Counsel which shall
have been furnished to the Trustee by the Company, the rights or interests of
the Trustee or of the holders of the Trust Certificates will not be endangered
thereby.

SECTION 4.05. Termination of Trust. After all payments which are
required to be made pursuant to this Agreement have been completed and fully
made to the Trustee (1) such payments shall be applied and treated as purchase
money as the full purchase price of the Trust Equipment from the Trustee, (2)
any moneys remaining in the hands of the Trustee after providing for all
outstanding Trust Certificates and after paying the expenses of the Trustee,
including its reasonable compensation, shall be paid to the Company, (3) title
to all the Trust Equipment shall vest in the Company and (4) the Trustee shall
execute for record in public offices, at the expense of the Company, such
instrument or instruments in writing as reasonably shall be requested by the
Company in order to make clear upon public records the Company's title to all
the Trust Equipment under the laws of any jurisdiction; provided, however, that
(except as otherwise provided herein) until that time title to the Trust
Equipment shall not pass

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<PAGE> 21
to or vest in the Company, but title to and ownership of all the Trust
Equipment shall be and remain with the Trustee, notwithstanding the delivery
thereof to and the possession and use thereof by the Company pursuant to this
Agreement.

SECTION 4.06. Indemnity. The Company covenants and agrees to
indemnify the Trustee against any and all claims arising out of or connected
with the ownership or use of any of the Trust Equipment, and particularly
against any and all claims arising out of the use of any patented inventions in
and about the Trust Equipment, and to comply in all respects with the laws of
the United States of America and of all the states and other jurisdictions in
which the Trust Equipment, or any unit thereof, may be operated, and with all
lawful acts, rules, regulations and orders of any commissions, boards and other
legislative, executive, administrative or judicial bodies or officers having
power to regulate or supervise any of the Trust Equipment, including without
limitation all lawful acts, rules, regulations and orders of any body having
competent jurisdiction relating to automatic coupler devices or attachments,
air brakes or other appliances; provided, however, that the Company may in good
faith contest the validity of any such law, act, rule, regulation or order, or
the application thereof to the Trust Equipment or any part thereof, in any
manner which will not in the judgment of the Trustee endanger the rights or
interests of the Trustee or of the holders of the Trust Certificates. The
Company shall not be relieved from any of its obligations hereunder by reason
of the assertion or enforcement of any such claims or the commencement or
prosecution of any litigation in respect thereof. The Company's obligation to
indemnify the Trustee under this Section 4.06 shall survive the termination of
this Agreement.

SECTION 4.07. Substitution and Replacement of Trust Equipment.
Upon Request, the Trustee shall, at any time and from time to time, execute and
deliver a bill of sale assigning and transferring to the transferee named by
the Company all the right, title and interest of the Trustee in and to any of
the units of Trust Equipment as provided herein; provided, however, that, at
the option of the Company, (a) there shall be paid to the Trustee cash in an
amount not less than the Value, as of the date of such Request, of the units of
Trust Equipment to be assigned or transferred by the Trustee or (b) there shall
be conveyed to the Trustee, at the time of assignment or transfer of any units
of Trust Equipment, other units of Equipment and of a Value not less than the
Value, as of the date of such Request, of the units of Trust Equipment to be
assigned or transferred.

At the time of delivery of any Request pursuant to the first paragraph
of this Section, the Company shall, if other Equipment is to be conveyed to the
Trustee in substitution for the Trust Equipment to be assigned or transferred
by the Trustee, deliver to the Trustee the following papers:

(1) an Officers' Certificate stating (i) the Value, as of
the date of said Request, of the Trust Equipment so to be assigned or
transferred by the Trustee and the date such Trust Equipment was first
put into use (or that such Trust Equipment was first put into use not
later than a specified date), (ii) that the requested assignment or
transfer by the Trustee will not impair the security under this
Agreement in contravention of the

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<PAGE> 22
provisions hereof, (iii) the Value of such substituted Equipment as of such
date and the date such substituted Equipment was first put into use (or that
such substituted Equipment was first put into use not earlier than a specified
date), (iv) that each unit of Equipment so to be substituted has been marked as
provided in Section 4.10, (v) that each such unit so to be substituted is
Equipment as herein defined and (vi) that the Company is not in Default;

(2) a certificate and a bill or bills of sale in respect
of such substituted Equipment as provided for in subparagraphs (a) and
(c) of the first paragraph of Section 3.04;

(3) an Opinion of Counsel to the effect that (i) such
bill or bills of sale are valid and effective, either alone or
together with any other instruments referred to in and accompanying
such opinion, to vest in the Trustee title to such substituted
Equipment free from all claims, liens, security interests and other
encumbrances (except as permitted herein) other than the rights of the
Company hereunder and (ii) a proper supplement hereto in respect of
each substituted unit of Equipment has been duly executed by the
Trustee and the Company and has been filed with the Surface
Transportation Board of the Department of Transportation pursuant to
the requirements of ___ U.S.C. Section ______ and as otherwise
required by Section 6.05 and has been deposited with the Registrar
General of Canada pursuant to Section 90 of the Railway Act (Canada)
and publication of notice of such deposit in The Canada Gazette in
accordance with said Section 90 has been provided for; and

(4) if the Cost of the Trust Equipment to be assigned or
transferred by the Trustee, less 1/20th of such Cost for each full
year elapsed between the date such Trust Equipment was first put into
use (as previously so certified) and the date as of which the Value
thereof is to be determined hereunder, plus the Cost of all other
Trust Equipment so assigned or transferred within the prior twelve
months, less 1/20th of such Cost for each full year elapsed between
the date such other Trust Equipment was first put into use (as
previously so certified) and the date as of which the Value thereof
was determined, as set forth in the certificate or certificates
required by this Section 4.07, is more than 10% of the principal
amount of Trust Certificates then outstanding, a certificate by an
Independent Engineer stating, as of the date of said Request, both the
Value of the Trust Equipment so to be assigned or transferred by the
Trustee and the Value of such substituted Equipment.

At the time of delivery of any Request pursuant to the first paragraph
of this Section, the Company shall, if cash is to be paid to the Trustee in
respect of the Trust Equipment to be assigned or transferred by the Trustee,
deliver to the Trustee an Officers' Certificate stating to the effect set forth
in clauses (i), (ii) and (vi) of subparagraph (1) of the second paragraph of
this Section.

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<PAGE> 23
Cash deposited with the Trustee pursuant to this Section or Section
4.08 shall, from time to time, be paid over by the Trustee to the Company upon
Request, against conveyance to the Trustee of units of Equipment having a
Value, as of the date of said Request, not less than the amount of cash so
paid, and upon delivery to the Trustee of papers corresponding to those set
forth in the second paragraph of this Section, with such appropriate
modifications as may be approved by the Trustee.

SECTION 4.08. Maintenance of Trust Equipment; Casualty Occurrences.
The Company agrees that it will maintain and keep all the Trust Equipment in
good order and proper repair at its own cost and expense, unless and until it
becomes worn out, unsuitable for use or lost or destroyed (such occurrences
being hereinafter called Casualty Occurrences). Whenever any of the Trust
Equipment shall suffer a Casualty Occurrence, the Company shall on or before
the next following May 15, deliver to the Trustee an Engineer's Certificate
describing such Trust Equipment and stating the Value thereof as of the date
such Trust Equipment suffered such Casualty Occurrence. When the total Value
of all units of the Trust Equipment having suffered a Casualty Occurrence
(exclusive of units having suffered a Casualty Occurrence in respect of which a
payment shall have been made to the Trustee pursuant to this Section) shall
exceed $250,000, the Company, within 30 days after it shall have been informed
of such event, shall deliver to the Trustee an Engineer's Certificate
describing such Trust Equipment and stating the Value thereof as of the date
such Trust Equipment suffered such Casualty Occurrence and either (i) deposit
with the Trustee an amount in cash equal to the Value of such units as of the
date of the Casualty Occurrence in respect of each thereof or (ii) convey to
the Trustee, in accordance with the procedures and requirements of Section
4.07, units of Equipment with a Value, as of the date of such conveyance, not
less than the Value of the units suffering such Casualty Occurrence(s), as of
the date of the Casualty Occurrence in respect of each thereof. The rights and
remedies of the Trustee to enforce or to recover any of the rental payments
shall not be affected by reason of any Casualty Occurrence. Cash deposited
with the Trustee pursuant to this Section shall be held and applied as provided
in the fourth paragraph of Section 4.07.

Upon the deposit of cash with the Trustee pursuant to this Section
4.08, the Trustee shall execute and deliver a bill of sale in the form
reasonably requested by the Company assigning and transferring to the
transferee named by the Company all the right, title and interest of the
Trustee in and to the Trust Equipment which has suffered a Casualty Occurrence
and in respect of which such deposit is made.

The Company agrees to furnish to the Trustee on or before May 15 in
every calendar year commencing May 15, ____, and during the continuance of the
lease provided for herein, an Officers' Certificate, dated as of the preceding
February 14, (1) stating the description and numbers of all units of Trust
Equipment that may have suffered a Casualty Occurrence or which have been
withdrawn from use pending major repairs (other than running repairs) since the
date of the last preceding statement (or the date of this Agreement in the case
of the first such statement), (2) that in the case of all the Trust Equipment
repainted or repaired since the date f the last preceding statement (or the
date of this Agreement in the case of the first statement) the plates or
markers required by Section 4.10 have been preserved, or that such Trust

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<PAGE> 24
Equipment when repainted or repaired has been again plated or marked as
required thereby, (3) that no Event of Default has occurred and is continuing,
(4) that, in the opinion of the signers, the Company is in compliance with all
of the terms of this Agreement and (5) covering such other matters as the
Trustee may reasonably request.

The Trustee, by its agents, shall have the right at any reasonable
time (which may be more frequent than once in each calendar year), but shall be
under no duty, to inspect the Trust Equipment at the then existing locations
thereof.

SECTION 4.09. Possession of Trust Equipment. Except as provided in
this Section 4.09, without first obtaining the written consent of the Trustee,
the Company will not (a) assign or transfer its rights hereunder, (b) transfer
the Trust Equipment or any part thereof or (c) part with the possession of, or
suffer or allow to pass out of its possession and control, any of the Trust
Equipment. An assignment or transfer to any corporation which shall acquire
all or substantially all the property of the Company (by merger, consolidation
or otherwise) and which, by execution of an appropriate instrument satisfactory
to the Trustee, shall assume and agree to perform each and all the obligations
and covenants of the Company hereunder and under the guarantee endorsed on the
Trust Certificates shall not be deemed a breach of this covenant and such
assignment, transfer or assumption shall have the effect of releasing the
Company from its obligations hereunder and from its obligations as guarantor of
the Trust Certificates. The appointment of a receiver or receivers in equity
or reorganization or a trustee or trustees in bankruptcy or reorganization for
the Company or for its property shall not be deemed an unauthorized assignment
if, prior to any action by the Trustee to exercise the remedies herein
provided, such receiver or receivers or trustee or trustees shall, pursuant to
court order or decree, in writing duly assume and agree to pay or perform each
and all of the obligations and covenants of the Company hereunder and under the
guaranty endorsed on the Trust Certificates, in such manner that such
obligations shall have the same status as obligations incurred by such receiver
or receivers or trustee or trustees.

Notwithstanding the foregoing, so long as the Company shall not be in
Default, the Company and any of its Affiliates shall be entitled to the
possession and use of the Trust Equipment in accordance with the terms hereof,
and the Company or such Affiliates may also (a) furnish the Trust Equipment or
any part thereof to railroad companies for use upon the lines of railroad owned
or operated by them or over which they have trackage rights and upon connecting
and other railroads in the usual interchange of traffic, or to other than
railroad companies for use in their business, and (b) sublet or contract to
others located in the United States[, Mexico] and Canada all or any part of the
Trust Equipment, but only, in either case, upon and subject to all the terms
and conditions of this Agreement.

Any such sublease or contract may provide that the party acquiring the
use of units of the Trust Equipment, so long as it shall not be in default
under such sublease or contract, shall be entitled, subject to the rights of
the Trustee hereunder, to the possession of such units and the use thereof and,
subject to the provisions of Section 4.10 hereof, may provide for lettering or
marking upon such Equipment for convenience of identification of the leasehold
interest of

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<PAGE> 25
such sublessee therein. Every such lease or contract shall contain provisions
which have the effect of subjecting the rights of the party acquiring the use
of units of the Trust Equipment under such lease or contract to the rights and
remedies of the Trustee in respect of such units.

The Trustee shall have the right to declare the lease provided for
herein terminated in case of any unauthorized assignment or transfer of the
Company's rights hereunder or in case of any unauthorized transfer or sublease
of any of the Trust Equipment. The election of the Trustee to terminate the
lease provided for herein shall have the same effect as the retaking of the
Trust Equipment by the Trustee as hereinafter provided.

SECTION 4.10. Marking of Trust Equipment. The Company shall not
change, or permit to be changed, the numbers of any of the Trust Equipment at
any time covered hereby (or any numbers which may have been substituted as
herein provided) except in accordance with a statement of new numbers to be
substituted therefor which previously shall have been filed with the Trustee by
the Company and which shall be filed and recorded in like manner as this
Agreement.

The Trust Equipment may be lettered, "Union Tank Car Company", "UTLX",
or in some other appropriate manner for convenience of identification of the
leasehold interest of the Company therein, and may also be lettered, in case of
a sublease of any equipment made pursuant to Section 4.09 hereof, in such
manner as may be appropriate for convenience of identification of the
subleasehold interest therein; but the Company, during the continuance of the
lease provided for herein, will not allow any lettering or designation to be
placed on any of the Trust Equipment claiming ownership thereof by the Company
or by any person, firm, association or corporation other than the Trustee.

ARTICLE FIVE

Events of Default and Remedies

SECTION 5.01. Events of Default. The Company covenants and agrees
that in case:

(a) the Company shall default in the payment of any part
of the rental payable hereunder for more than 10 Business Days after
the same shall have become due and payable, or

(b) the Company shall make or suffer any unauthorized
assignment or transfer of its rights hereunder or shall make any
unauthorized transfer or sublease (including, for the purpose of this
clause, contracts for the use thereof) of any of the Trust Equipment,
or, except as herein authorized, shall part with the possession of any
of the Trust Equipment, and shall fail or refuse either to cause such
assignment or transfer or sublease to be canceled by agreement of all
parties having any interest therein and recover possession of such
Trust Equipment within 30 days after the Trustee shall have

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<PAGE> 26
demanded in writing such cancellation and recovery of possession, or
within said 30 days to deposit with the Trustee a sum in cash equal to
the Value, as of the date of such unauthorized action, of such Trust
Equipment (any sum so deposited to be returned to the Company upon the
cancellation of such assignment, transfer or sublease and the recovery
of possession by the Company of such Trust Equipment), or

(c) the Company shall fail or refuse to comply with any
other of the terms and covenants hereof on its part to be kept and
performed, or to make provision satisfactory to the Trustee for such
compliance, for a period which is the shorter of (i) 60 days after the
Trustee shall have demanded in writing performance thereof and (ii) 30
days after the Company has knowledge of any failure on its part to so
comply, or

(d) the lease provided for herein shall be terminated by
operation of law or pursuant to the last paragraph of Section 4.09, or

(e) any order, judgment or decree is entered under any
bankruptcy, reorganization, compromise, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any
jurisdiction (herein called the "Bankruptcy Law") adjudicating the
Company bankrupt or insolvent, or the Company petitions or applies to
any tribunal for, or consents to, the appointment of, or taking
possession by, a trustee, receiver, custodian, liquidator or similar
official, of the Company or of substantially all the assets of the
Company or commences a voluntary case under the Bankruptcy Law or any
proceedings relating to the Company under the Bankruptcy Law, whether
now or hereafter in effect; or any such petition or application is
filed, or any such proceedings are commenced, against the Company and
the Company by any act or failure to act indicates its approval
thereof, consent thereto or acquiescence therein, or an order for
relief is entered in an involuntary case against the Company under the
Bankruptcy Law, as now or hereafter constituted, or an order, judgment
or decree is entered appointing any such trustee, receiver, custodian,
liquidator or similar official, or approving the petition in any such
proceedings, and such order, judgment or decree remains unstayed and
in effect for more than 60 days, or

[(f) the Company shall fail to perform under its guarantee
of certain obligations of Procor Limited ("Procor") contained in
Section ____ of Trust Supplement dated _____ __,____ to the Pass
Through Trust Agreement, dated as of January 15, 1997, among the
Company, Procor and Harris Trust and Savings Bank, ______________,
as Pass Through Trustee, and endorsed on the certificates issued
thereunder.]

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<PAGE> 27
date of such declaration) payable by the Company as set forth in Section 4.04
and not theretofore paid. Thereupon the entire amount of such principal and
rentals shall forthwith become and shall be due and payable immediately without
further demand, together with interest at the Penalty Rate, to the extent
legally enforceable, on any portion thereof overdue.

In case the Company shall fail to pay any installment of rental
payable pursuant to Section 4.04 in respect of the principal of, or interest
on, the Trust Certificates when and as the same shall have become due and
payable hereunder, and such Default shall have continued for a period of more
than ten Business Days, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any action or
proceedings at law or in equity for the collection of the rentals so due and
unpaid, and may prosecute any such action or proceedings to judgment or final
decree, and may enforce any such judgment or final decree against the Company
or other obligor upon the Trust Certificates and collect in the manner provided
by law out of the property of the Company or other obligor upon the Trust
Certificates wherever situated the moneys adjudged or decreed to be payable.

In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor upon the Trust
Certificates under the Bankruptcy Law or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the Company
or such other obligor, or in case of any other judicial proceedings relative to
the Company or such other obligor, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the rental
payments hereunder or the principal amount of the Trust Certificates shall then
be due and payable as herein or therein expressed whether by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand or
declaration pursuant to the provisions of this Section, shall be entitled and
empowered by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the entire amount of the rentals then or thereafter payable
(including any unpaid advance rental, but not including rentals required for
the payment of interest accruing after the date of such declaration) and to
file such other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for reasonable
compensation to the Trustee, its agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee except as a result of its negligence or willful misconduct) and
of the holders of the Trust Certificates allowed in such proceedings and to
collect and receive any moneys or other property payable or deliverable on any
such claims, and to distribute all amounts received with respect to the claims
of the holders of the Trust Certificates and of the Trustee on their behalf;
and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of the Trust Certificates to make payments to
the Trustee, and, in the event that the Trustee shall consent to the making of
payments directly to the holders of the Trust Certificates, to pay to the
Trustee such amount as shall be sufficient to cover reasonable compensation to
the Trustee, its agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or willful misconduct.

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<PAGE> 28
All rights of action and to assert claims under this Agreement, or
under any of the Trust Certificates, may be enforced by the Trustee without the
possession of any of the Trust Certificates or the production thereof on any
trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Trust Certificates. In any proceedings brought by the
Trustee (and also any proceedings involving the interpretation of any provision
of this Agreement to which the Trustee shall be a party) the Trustee shall be
held to represent all the holders of the Trust Certificates, and it shall not
be necessary to make any holders of the Trust Certificates parties to such
proceedings.

SECTION 5.02. Remedies. In case of the happening and continuance
of any Event of Default, the Trustee may by its agents enter upon the premises
of the Company and any of its Affiliates or sublessees (or other person having
acquired the use of the Trust Equipment) where any of the Trust Equipment may
be and take possession of all or any part of the Trust Equipment and withdraw
the same from said premises, retaining all payments which up to that time may
have been made on account of rental for the Trust Equipment and otherwise, and
shall be entitled to collect, receive and retain all unpaid mileage, hourly or
other charges of any kind earned by the Trust Equipment or any part thereof,
and may lease or otherwise contract for the use of the Trust Equipment or any
part thereof, or with or without retaking possession thereof (but only after
declaring due and payable the entire amount of rentals payable by the Company
and the principal of all the then outstanding Trust Certificates, as provided
in Section 5.01) may sell the same or any part thereof, free from any and all
claims of the Company at law or in equity in one lot and as an entirety or in
separate lots, at public or private sale, for cash or upon credit, in its
discretion, and may proceed otherwise to enforce its rights and the rights of
the holders of then outstanding Trust Certificates, all subject to any
mandatory requirements of law applicable thereto. Upon any such sale, the
Trustee itself may bid for the property offered for sale or any part thereof.
Any such sale may be held or conducted at such place and at such time as the
Trustee may specify, or as may be required by law, and without gathering at the
place of sale the Trust Equipment to be sold, and in general in such manner as
the Trustee may determine, but so that the Company may and shall have a
reasonable opportunity to bid at any such sale. Upon such taking possession or
withdrawal or lease or sale of the Trust Equipment, the Company shall cease to
have any rights or remedies ln respect of the Trust Equipment hereunder, but
all such rights and remedies shall be deemed thenceforth to have been waived
and surrendered by the Company, and no payments theretofore made by the Company
for the rent or use of the Trust Equipment or any of it shall give to the
Company any legal or equitable interest or title in or to the Trust Equipment
or any of it or any cause or right of action at law or in equity in respect of
the Trust Equipment against the Trustee or the holders of interests hereunder.
No such taking possession, withdrawal, lease or sale of the Trust Equipment by
the Trustee shall be a bar to the recovery by the Trustee from the Company of
rentals then or thereafter due and payable, or of principal and interest in
respect of the Trust Certificates, and the Company shall be and remain liable
for the same until such sums have been realized as, with the proceeds of the
lease or sale of the Trust Equipment, shall be sufficient for the discharge and
payment in full of all the obligations of the Company under this Agreement.

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<PAGE> 29
SECTION 5.03. Application of Proceeds. If the Trustee shall
exercise any of the powers conferred upon it by Sections 5.01 and 5.02, all
payments made by the Company to the Trustee, and the proceeds of any judgment
collected from the Company by the Trustee, and the proceeds of every sale or
lease by the Trustee of any of the Trust Equipment, together with any other
sums which may then be held by the Trustee under any of the provisions hereof
(other than sums held in trust for the payment of specific Trust Certificates
or a part thereof, or interest thereon), shall be applied by the Trustee to the
payment, in the following order of priority, (a) of all proper charges,
expenses or advances made or incurred by the Trustee in accordance with the
provisions of this Agreement and (b) of the interest then due, with interest on
overdue interest at the Penalty Rate, to the extent legally enforceable, and of
the principal of all the outstanding Trust Certificates, with interest thereon
at the Penalty Rate, to the extent legally enforceable, from the last preceding
interest payment date, whether such Trust Certificates shall have then matured
by their terms or not, all such payments to be pro rata and in full if such
proceeds shall be sufficient, and if not sufficient, then first to interest and
then to principal.

After all such payments shall have been made in full, the title to any
of the Trust Equipment remaining unsold shall be conveyed by the Trustee to the
Company free from any further liabilities or obligations to the Trustee
hereunder. If after applying all such sums of money realized by the Trustee as
aforesaid there shall remain any amount due to the Trustee under the provisions
hereof, the Company agrees to pay the amount of such deficit to the Trustee.
If after applying as aforesaid the sums of money realized by the Trustee there
shall remain a surplus in the possession of the Trustee, such surplus shall be
paid to the Company.

SECTION 5.04. Waivers of Default. Prior to the declaration of the
acceleration of the maturity of the rentals due hereunder and of the maturity
of all the Trust Certificates as provided in Section 5.01, the holders of more
than 50% in aggregate unpaid principal amount of the Trust Certificates at the
time outstanding may on behalf of the holders of all the Trust Certificates
waive any past Default and its consequences, except a Default in the payment of
any installment of rental then due and payable pursuant to Section 4.04 in
respect of the principal of, or interest on, the Trust Certificates, but no
such waiver shall extend to or affect any subsequent Default or impair any
right consequent thereon.

If at any time after the principal of all the Trust Certificates shall
have been declared and become due and payable or if at any time after the
entire amount of rentals shall have been declared and become due and payable,
all as provided in Section 5.01, all arrears of rent (with interest at the
Penalty Rate upon any overdue installments, to the extent legally
enforceable), the expenses and reasonable compensation of the Trustee, together
with all expenses of the trust occasioned by the Company's Default, and all
other sums which shall have become due and payable hereunder shall be paid by
the Company before any sale or lease by the Trustee of any of the Trust
Equipment, and every other Default shall be made good or secured to the
satisfaction of the Trustee and the holders of the Trust Certificates, or
provision deemed by the Trustee to be adequate shall be made therefor, then,
and in every such case, the Trustee, if so requested by the holders of more
than 50% in aggregate unpaid principal amount of the Trust Certificates then
outstanding according to their terms, shall by written notice to the Company

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<PAGE> 30
waive the Default by reason of which there shall have been such declaration or
declarations and the consequences of such Default, but no such waiver shall
extend to or affect any subsequent Default or impair any right consequent
thereon.

SECTION 5.05. Obligations of Company Not Affected by Remedies. No
retaking of possession of the Trust Equipment by the Trustee, or any
withdrawal, lease or sale thereof, nor any action or failure or omission to act
against the Company or in respect of the Trust Equipment, on the part of the
Trustee or on the part of the holder of any Trust Certificate, nor any delay or
indulgence granted to the Company by the Trustee or by any such holder, shall
affect the obligations of the Company hereunder or the obligations of the
Company under its guarantee endorsed on the Trust Certificates. The Company
hereby waives presentation and demand in respect of any of the Trust
Certificates and waive notice of presentation, of demand and of any Default in
the payment of the principal of and interest on the Trust Certificates.

SECTION 5.06. Company To Deliver Trust Equipment to Trustee. In
case the Trustee shall rightfully demand possession of any of the Trust
Equipment in pursuance of this Agreement, the Company will, at its own expense,
forthwith and in the usual manner and at usual speed, cause such Trust
Equipment to be drawn to such point or points as shall reasonably be designated
by the Trustee and will there deliver or cause to be delivered the same to the
Trustee; or, at the option of the Trustee, the Trustee may keep such Trust
Equipment, at the expense of the Company, on any lines of railroad or premises
approved by the Trustee until the Trustee shall have leased, sold or otherwise
disposed of the same. The performance of the foregoing covenant is of the
essence of this Agreement and upon application to any court having jurisdiction
in the premises, the Trustee shall be entitled to a decree against the Company
requiring the specific performance thereof.

SECTION 5.08. Control by Holders of Trust Certificates. The
holders of more than 50% in aggregate unpaid principal amount of the
outstanding Trust Certificates, by an instrument or instruments in writing
executed and delivered to the Trustee, shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
however, that the Trustee shall have the right to decline to follow any such
direction if the Trustee shall be advised by counsel that the action so
directed may not lawfully be taken.

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<PAGE> 31
to the Trustee written notice of a Default and of the continuance thereof, as
herein provided, and unless also the holders of more than 50% in aggregate
principal amount of the Trust Certificates then outstanding shall have made
written request to the Trustee to institute such action or proceeding in its
own name as trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 30 days
after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such action or proceeding and no direction inconsistent
with such written request shall have been given to the Trustee pursuant to
Section 5.08; and no one or more holders of Trust Certificates shall have any
right in any manner whatever to affect or prejudice the rights of any other
holder of Trust Certificates, or to obtain or seek to obtain priority over any
other such holder or to enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Trust Certificates. For the protection and enforcement of the
provisions of this Section, each and every holder of a Trust Certificate and
the Trustee shall be entitled to such relief as can be given either at law or
in equity.

SECTION 5.10. Unconditional Right of Holders of Trust Certificates
To Sue for Principal and Interest. Notwithstanding any other provision in this
Agreement, the right of any holder of any Trust Certificate to receive payment
of the principal of and interest on such Trust Certificate, on or after the due
date expressed in such Trust Certificate, or to institute suit for the
enforcement of any such payment on or after such date, shall not be impaired or
affected without the consent of such holder, except no such suit shall be
instituted if and to the extent that the institution or prosecution thereof or
the entry of judgment therein would, under applicable law, result in the
surrender, impairment, waiver or loss of the title reserved under this
Agreement upon any property subject hereto.

SECTION 5.11. Remedies Cumulative; Subject to Mandatory
Requirements of Law. The remedies in this Agreement provided in favor of the
Trustee and the holders of the Trust Certificates shall not be deemed
exclusive, but shall be cumulative, and shall be in addition to all other
remedies in their favor existing at law or in equity; and such remedies shall
be subject in all respects to any mandatory requirements of law at the time
applicable thereto, to the extent such requirements may not be waived on the
part of the Company.

ARTICLE SIX

Additional Agreements by the Company

SECTION 6.01. Guarantee of the Company. The Company guarantees
that the holder of each of the Trust Certificates shall receive the principal
amount thereof, in such coin or currency of the United States of America as, at
the time of payment, shall be legal tender for the payment of public and
private debts, when and as the same shall become due and payable in accordance
with the provisions thereof or of this Agreement (and, if not so paid, with
interest thereon until paid at the Penalty Rate, to the extent legally
enforceable), and shall receive

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interest thereon in like money at the rate specified therein, at the times and
place and otherwise as expressed in the Trust Certificates and this Agreement
(and, if not so paid, with interest thereon until paid at the Penalty Rate, to
the extent legally enforceable); and the Company agrees to endorse upon each of
the Trust Certificates, at or before the issuance and delivery thereof by the
Trustee, its guarantee of the prompt payment of the principal thereof and of
the interest thereon, in substantially the form herein set forth. Said
guarantee so endorsed shall be signed in the name and on behalf of the Company
by the manual or facsimile signature of its President, a Vice President or
Treasurer. In case any officer of the Company whose signature shall appear on
said guaranty shall cease to be such officer before the Trust Certificates
shall have been issued and delivered by the Trustee, or shall not have been
acting in such capacity on the date of the Trust Certificates, such guarantee
shall nevertheless be as effective and binding upon the Company as though the
person who signed said guarantee had not ceased to be or had then been such
officer.

SECTION 6.02. Discharge of Liens. The Company agrees that it will
pay and discharge, or make adequate provision for the payment or discharge of,
any debt, tax, charge, assessment, obligation or claim which if unpaid might
become a lien or charge upon or against any of the Trust Equipment; but this
provision shall not require the payment of any such debt, tax, charge,
assessment, obligation or claim so long as the validity thereof shall be
contested in good faith and by appropriate legal proceedings that do not
materially endanger the rights or interests of the Trustee or of the holders of
the Trust Certificates and the Company shall have furnished the Trustee with an
Opinion of Counsel to such effect.

If the Company does not forthwith pay and discharge, or cause to be
paid and discharged, or make adequate provision for the satisfaction or
discharge of, any such debt, tax, charge, assessment, obligation or claim as
required by this Section, the Trustee may, but shall not be obligated to, pay
and discharge the same and any amounts so paid shall be secured by and under
this Agreement until reimbursed by the Company.

SECTION 6.03. Further Assurances. The Company agrees to do all
such acts and execute all such instruments of further assurance as it shall be
reasonably requested by the Trustee to do or execute for the purpose of fully
carrying out and effectuating this Agreement and the intent hereof.

SECTION 6.04. Payment of Expenses; Recording. The Company agrees
to pay the expenses incident to the preparation and execution of the Trust
Certificates to be issued hereunder, or connected with the preparation,
execution, recording and filing of this Agreement and of any instruments
executed under the provisions hereof. The Company shall, promptly after the
execution and delivery of this Agreement (and prior to the delivery of any of
the Trust Equipment hereunder pursuant to Section 3.01 hereof) and each
supplement hereto, respectively, cause this Agreement and such supplement, as
the case may be, to be duly filed with the Surface Transportation Board of the
Department of Transportation in accordance with ___ U.S.C. Section _____ and to
be duly deposited with the Registrar General of Canada pursuant to Section 90
of the Railway Act (Canada) and shall provide for publication of notice of such
deposit in The

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Canada Gazette in accordance with said Section 90. The Company will from time
to time reregister, refile and rerecord this Agreement and each supplement
hereto and do and perform any other act and will execute, acknowledge, deliver,
file, register and record any and all further instruments required by the law
of any jurisdiction in which use of the Equipment is permitted by Section 4.09
hereof or reasonably requested by the Trustee for the purpose of proper
protection of the title of the Trustee and the rights of the holders of the
Trust Certificates and of fully carrying out and effectuating this Agreement
and the intent hereof; provided, however, that the Company shall not be
required to take any such action if (1) such action is unduly burdensome and
(2) after giving effect to the failure to take such action, the Company has
taken all action required by law so as to protect the title of the Trustee to
units of Trust Equipment having a Value of not less than 908 of the aggregate
Value of all the Trust Equipment.

Promptly after the execution and delivery of this Agreement and each
supplement hereto, the Company shall furnish to the Trustee an Opinion of
Counsel stating that, in the opinion of such counsel, this Agreement or such
supplement, as the case may be, has been properly recorded, filed and deposited
in compliance with the preceding paragraph of this Section and reciting the
details of such action and no other filing or recordation or refiling or
rerecordation or depositing or redepositing is necessary for the protection of
the rights of the Trustee in the United States of America, any State thereof or
the District of Columbia or Canada or any subdivision thereof. The Company
shall furnish to the Trustee, not later than August 1 in each year, commencing
with the year ___, an Opinion of Counsel stating that, in the opinion of such
counsel, either (i) such action has been taken with respect to the recording,
filing, registering and depositing and rerecording, refiling, reregistering and
redepositing of this Agreement and each supplement hereto as is necessary to
comply with the preceding paragraph of this Section and reciting the details of
such action or (ii) no such action is necessary for such purpose. In rendering
any such opinion, such counsel may conclusively rely upon an Officers'
Certificate as to the location of the Trust Equipment.

ARTICLE SEVEN

Concerning the Holders of Trust Certificates
--------------------------------------------

SECTION 7.01. Evidence of Action Taken by Holders of Trust
Certificates. Whenever in this Agreement it is provided that the holders of a
specified percentage in aggregate unpaid principal amount of the Trust
Certificates may take any action (including the making of any demand or
request, the giving of any notice, consent or waiver or the taking of any other
action), the fact that at the time of taking any such action the holders of
such specified percentage have joined therein may be evidenced by any
instrument or any number of instruments of similar tenor executed by holders of
Trust Certificates in person or by agent or proxy appointed in writing.

SECTION 7.02. Proof of Execution of Instruments and of Holding of
Trust Certificates. The execution of any instrument by a holder of Trust
Certificates or his agent or

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<PAGE> 34
proxy may be proved by the certificate of any notary public or other officer of
any jurisdiction within the United States of America or Canada authorized to
take acknowledgments of deeds to be recorded in such jurisdiction that the
person executing such instrument acknowledged to him the execution thereof, or
by an affidavit of a witness to such execution sworn to before any such notary
or other such officer.

The ownership of Trust Certificates may be proved by the register of
such Trust Certificates or by a certificate of the registrar thereof.

SECTION 7.03. Trust Certificates Owned by Company. In determining
whether the holders of the requisite principal amount of the Trust Certificates
have concurred in any direction, request, consent, amendment or waiver under
this Agreement, Trust Certificates which are owned by the Company or by any
other obligor on the Trust Certificates or by an Affiliate of the Company or
any such other obligor shall be disregarded, except that for the purpose of
determining whether the Trustee shall be protected in relying on any such
direction, request or consent, only Trust Certificates which the Trustee
actually knows are so owned shall be disregarded.

SECTION 7.04. Right of Revocation of Action Taken. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
7.01, of the taking of any action by the holders of the required percentage in
aggregate unpaid principal amount of the Trust Certificates specified in this
Agreement, any holder of a Trust Certificate may, by filing written notice with
the Trustee at the Corporate Trust Office and upon proof of holding as provided
in Section 7.02, revoke such action insofar as concerns such Trust Certificate.
Except as aforesaid, any such action taken by the holder of any Trust
Certificate shall be conclusive and binding upon such holder and upon all
future holders and owners of such Trust Certificate and of any Trust
Certificate issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Trust
Certificate. Any action taken by the holders of the required percentage in
aggregate unpaid principal amount of the Trust Certificates specified in this
Agreement shall be conclusive and binding upon the Company, the Trustee and the
holders of all the Trust Certificates.

SECTION 7.05. Amendment or Waiver. Any provision of this Agreement
may be amended or waived with the written consent of the holders of not less
than 66-2/3% of the aggregate unpaid principal amount of the Trust Certificates
then outstanding; provided, however, that without the consent of the holders of
100% of the aggregate unpaid principal amount of Trust Certificates then
outstanding, no such amendment or waiver shall (1) change the amount of
principal, change the amount or dates of payment of installments of principal
or reduce the rate or extend the time of payment of interest with respect to
the Trust Certificates without the consent of the holders of each Trust
Certificate so affected, (2) reduce the amount of or extend the time of payment
of any rentals payable under this Agreement or release or provide for the
release of any of the Trust Equipment or any other property or cash held by the
Trustee in trust, otherwise than as expressly permitted by the present terms of
this Agreement, or (3) reduce the

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percentage of the aggregate unpaid principal amount of Trust Certificates then
outstanding, theholders of which are required to approve any amendment or to
effect any waiver.

ARTICLE EIGHT

The Trustee
-----------

SECTION 8.01. Acceptance of Trust. The Trustee hereby accepts the
trust imposed upon it by this Agreement and agrees to perform the same as
herein expressed.

SECTION 8.02. Duties and Responsibilities of the Trustee. In case
an Event of Default has occurred (which has not been cured), the Trustee shall
exercise such of the rights and powers vested in it by this Agreement, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own wilful misconduct, except that
(a) prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred:

(1) the duties and obligations of the Trustee
shall be determined solely by the express provisions of this
Agreement, and the Trustee shall not be liable except for the
performance of such duties and obligations as are specifically
set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the
Trustee; and

(2) in the absence of bad faith on the part of
the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished
to the Trustee and conforming to the requirements of this
Agreement; but in the case of any such certificates or
opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not
they conform to the requirements of this Agreement;

(b) the Trustee shall not be liable for any error of
judgment made in good faith, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts or that its
action or inaction was contrary to the express provisions of this
Agreement;

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<PAGE> 36
(c) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the holders of more than 50% in aggregate unpaid
principal amount of the then outstanding Trust Certificates relating
to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power
conferred upon the Trustee, under this Agreement;

(d) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, Trust
Certificate, guarantee or other paper or.document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;

(e) the Trustee may consult with counsel, and any Opinion
of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered by it hereunder in good faith
and in accordance with such Opinion of Counsel and not contrary to any
express provisions of this Agreement;

(f) the Trustee shall be under no obligation to exercise
any of its rights or powers vested in it by this Agreement at the
request, order or direction of any of the holders of the Trust
Certificates, pursuant to the provisions of this Agreement, unless
such holders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be
incurred therein or thereby; and

(g) the Trustee shall not be liable for any action taken
by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement.

SECTION 8.03. Application of Rentals. The Trustee agrees to apply
the rentals received by it under Section 4.04(B) when and as the same shall be
received, and to the extent that such rentals shall be sufficient therefor, for
the purposes specified in Section 4.04(B). In the event that rentals received
by the Trustee under Sections 4.04(B)(3) or 4.04(B)(4) are not sufficient to
pay in full the interest or principal then due and owing on the Trust
Certificates, such rentals shall be applied by the Trustee pro rata to each of
the Trust Certificates first to interest and then to principal then due and
payable.

The Trustee shall not be required to undertake any act or duty in the
way of insuring, taking care of or taking possession of the Trust Equipment or
to undertake any other act or duty under this Agreement until fully indemnified
by the Company or by one or more of the holders of the Trust Certificates
against all liability and expenses; and the Trustee shall not be responsible
for the filing or recording or refiling or rerecording of this Agreement or of
any supplement hereto or statement of new numbers.

SECTION 8.04. Funds May be Held by Trustee; Investments. Any funds
at any time paid to or held by the Trustee hereunder until paid out by the
Trustee as herein provided

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<PAGE> 37
may be carried by the Trustee on deposit with itself, and the Trustee will not
be obligated to pay interest on such funds.

At any time, and from time to time, if at the time no Event of Default
shall have occurred and be continuing, the Trustee, on Request, shall invest
and reinvest Deposited Cash held by it or cash deposited with it pursuant to
Section 4.07 or Section 4.08 (hereinafter in this Section called "Replacement
Funds") in Investments, at such prices, not in excess of fair market value at
the time of investment, including any premium and accrued interest, as are set
forth in such Request, such Investments to be held by the Trustee in trust for
the benefit of the holders of the Trust Certificates.

The Trustee shall, on Request, or the Trustee may, in the event funds
are required for payment against delivery of Trust Equipment or for payment of
the principal of or interest on any Trust Certificate, or in the event of a
Default, sell such Investments, or any portion thereof, and restore to
Deposited Cash or Replacement Funds, as the case may be, the proceeds of any
such sale up to the amount paid for such Investments, including accrued
interest, or apply such proceeds to the payment of said principal and interest
if and to the extent such proceeds are needed therefor. The Trustee shall not
be deemed responsible for any loss resulting from the purchase and sale of such
Investments on Request unless such loss results from the misconduct or
negligence of the Trustee, and upon demand of the Trustee the Company will
reimburse the Trustee for any such loss for which the Trustee is not
responsible.

The Trustee shall restore to Deposited Cash or Replacement Funds, as
the case may be, out of rent received by it for that purpose under the
provisions of Section 4.04(B)(1), an amount equal to any expenses reasonably
incurred in connection with any purchase or sale of Investments and also an
amount equal to any loss of principal incident to the sale or redemption of any
Investments for a sum less than the amount paid therefor, including accrued
interest.

The Company, if not to the knowledge of the Trustee in Default, shall
be entitled to receive any interest allowed as provided in the first paragraph
of this Section and any interest (in excess of accrued interest paid from
Deposited Cash at the time of purchase) or other profit which may be realized
from any sale or redemption of Investments.

SECTION 8.05. Trustee Not Liable for Delivery Delays or Defects in
Equipment or Title. The Trustee shall not be liable to anyone for any delay in
the delivery of any of the Trust Equipment, or for any default on the part of
the manufacturers thereof or of the Company, or for any defect in any of the
Trust Equipment or in the title thereto, nor shall anything herein be construed
as a warranty on the part of the Trustee in respect thereof or as a
representation on the part of the Trustee in respect of the value thereof or in
respect of the title thereto or otherwise.

The Trustee may perform its powers and duties with respect to the
delivery and acceptance of the Trust Equipment by or through such attorneys,
agents and servants as it shall appoint, and shall be answerable only for its
own acts, negligence and willful defaults and not

-33-
<PAGE> 38
for the default or misconduct of any attorney, agent or servant appointed by it
in respect thereof with reasonable care.

The Trustee shall be entitled to receive payment of all of its
reasonable expenses and disbursements hereunder, including reasonable counsel
fees, and to receive reasonable compensation for all services rendered by it in
the execution of the trust hereby created, all of which shall be paid by the
Company.

The Trustee in its individual capacity may own, hold and dispose of
Trust Certificates.

Any moneys at any time held by the Trustee or any paying agent
hereunder shall until paid out or invested by the Trustee or any paying agent
as herein provided, be held by it in trust as herein provided for the benefit
of the holders of the Trust Certificates.

SECTION 8.06. Resignation and Removal; Appointment of Successor
Trustee. (a) The Trustee may resign and be discharged of the trust created by
this Agreement by giving 30 days' written notice to the Company and such
resignation shall take effect upon the earlier of 30 days after the delivery
thereof to the Company or receipt by the Trustee of an instrument of acceptance
executed by a successor trustee as hereinafter provided in Section 8.07.

(b) The Trustee may be removed at any time by an instrument in
writing signed by the holders of more than 50% in principal amount of the Trust
Certificates then outstanding, delivered to the Trustee and to the Company.

(c) If at any time the Trustee shall resign or be removed or
otherwise become incapable of acting or, if at any time a vacancy shall occur
in the office of the Trustee for any other cause, a successor trustee may be
appointed by the holders of more than 50% of the aggregate principal amount of
the then outstanding Trust Certificates by an instrument in writing delivered
to the Company and the Trustee. Until a successor trustee shall be appointed
by the holders of Trust Certificates as herein authorized, the Company by an
instrument in writing executed by order of its Board of Directors shall appoint
a trustee to fill such vacancy. A successor trustee so appointed by the
Company shall immediately and without further act be superseded by a successor
trustee appointed by the holders of Trust Certificates in the manner provided
above. Every successor trustee appointed pursuant to this Section shall be a
national bank, or a bank or trust company organized and doing business under
the laws of the United States of America, any State or Territory thereof or of
the District of Columbia, and having capital and surplus of not less than
$250,000,000, if there be such an institution willing, qualified and able to
accept the trust upon reasonable or customary terms.

(d) The Company shall give notice of each resignation, removal or
incapacity of the then Trustee or of a vacancy occurring in the office of the
Trustee for any other cause and of each appointment by the Company of a
successor trustee pursuant to paragraph (c) of this Section by mailing written
notice of such event by first-class mail, postage prepaid, to the holders of
all outstanding Trust Certificates.

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<PAGE> 39
SECTION 8.07. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 8.06 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations of its predecessor hereunder,
with like effect as if originally named as Trustee herein; but, nevertheless,
on the written request of the Company or of the successor trustee, upon payment
of its charges then unpaid, the trustee ceasing to act shall execute and
deliver an instrument transferring to such successor trustee all the rights and
powers of the trustee so ceasing to act. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all
such rights and powers. Any trustee ceasing to act shall, nevertheless, retain
a lien upon all property or funds held or collected by such trustee to secure
any amounts then due it pursuant to the provisions of Section 8.05.

SECTION 8.08. Merger or Consolidation of Trustee. Any corporation
qualified under the provisions of Section 8.06 into which the Trustee may be
merged or with which it may be consolidated or any such corporation resulting
from any merger or consolidation to which the Trustee shall be a party or to
which all or substantially all the corporate trust business of the Trustee
shall be transferred shall be the successor of the Trustee hereunder, without
the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything herein to the contrary notwithstanding.

SECTION 8.09. Return of Certain Moneys to Company. Notwithstanding
any provision of this Agreement, any moneys paid to the Trustee which are
applicable to the payment of the principal of or interest on any Trust
Certificates which remain unclaimed for two years after the day when such
moneys were due and payable shall then be repaid to the Company upon Request,
and the holders of such Trust Certificates shall thereafter be entitled to look
only to the Company for payment thereof and all liability of the Trustee with
respect to such moneys shall thereupon cease.

ARTICLE NINE

Miscellaneous
-------------

SECTION 9.01. Rights Confined to Parties and Holders. Nothing
expressed or implied herein shall be construed to confer upon any person, firm
or corporation, other than the parties hereto and the holders of the Trust
Certificates, any right, remedy or claim under or by reason of this Agreement
or of any term, agreement or condition herein, and all the terms, covenants and
conditions herein shall be for the sole and exclusive benefit of the parties
hereto and their successors and of the holders of the Trust Certificates.

-35-
<PAGE> 40
SECTION 9.02. No Recourse. No recourse under this Agreement, or
under the guaranty endorsed on any Trust Certificate, shall be had against any
person, solely by reason of the fact that he is a stockholder, officer or
director of the Company, as such, by the enforcement of any assessment or by
any legal or equitable proceeding, by virtue of any statute or otherwise; it
being expressly agreed that this Agreement and said guaranty are solely
corporate obligations, and that no personal liability whatever shall attach to
or be incurred by any person, solely by reason of the fact that he is a
stockholder, officer or director of the Company, under or by reason of any of
the terms, agreements or conditions contained in this Agreement or in said
guarantee, or implied therefrom, and that any and all such personal liability,
either at common law or in equity, or by statute or constitution, is hereby
expressly waived as a condition of and consideration for the execution of this
Agreement and said guarantee.

SECTION 9.03. Binding Upon Assigns. Except as otherwise provided
herein, the provisions of this Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
assigns.

SECTION 9.04. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been received by the
addressee on the date of actual receipt (if such date is a Business Day,
otherwise on the next Business Day), if transmitted by mail, telex, telecopy
(confirmed by hard copy) or similar transmission, or by hand, addressed as
follows: (a) in the case of the Company, 225 West Washington Street, Chicago,
Illinois 60606, facsimile: (312) 845-5305 marked to the attention of its
Treasurer, or such other address as may hereafter be furnished to the Trustee
in writing by the Company, (b) in the case of the Trustee, the address set
forth in the definition of Corporate Trust Office in Section 1.01 or such other
address as may hereafter be furnished to the Company in writing by the Trustee,
facsimile: (312) 461-3525, and (c) in the case of any holder of Trust
Certificates, at its address shown on the registry books maintained by the
Trustee or at such other address as such holder may from time to time furnish
to the Trustee for such purpose. An affidavit by any person representing or
acting on behalf of the Company or the Trustee, as to such mailing, having the
registry receipt attached, shall be conclusive evidence of the giving of such
demand, notice or communication.

SECTION 9.05. Effect of Headings: Date Executed; and Governing Law.
(a) The Article and Section headings herein are for convenience only and shall
not affect the construction hereof.

(b) This Agreement shall be deemed to have been executed on the
date of the acknowledgment thereof by the officer of the Trustee who signed it
on behalf of the Trustee.

SECTION 9.06. Legal Holidays. In any case where any date for
payment of interest, date for payment of rental or date of maturity of any
installment of principal on the

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<PAGE> 41
Trust Certificates shall not be a Business Day, then, notwithstanding any other
provision of this Agreement or the Trust Certificates, payment need not be made
on such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on such date for payment of interest, date for
payment of rental or date of maturity of any installment of principal on the
Trust Certificates, and if payment is made on such next succeeding Business Day
no interest shall accrue on the amount of such payment for the period from and
after such date for payment of interest, or for payment of rental or date of
maturity of any installment of principal on the Trust Certificates, as the case
may be, to and including such next succeeding Business Day.

SECTION 9.07. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

-37-
<PAGE> 42
IN WITNESS WHEREOF, the Company and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized and their respective corporate seals, duly attested, to be hereunto
affixed on the day and year first above written.

HARRIS TRUST AND SAVINGS BANK
Trustee

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

Attest:

- ------------------------------------
Authorized Officer

UNION TANK CAR COMPANY

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

Attest:

- ----------------------------------
Secretary

-38-
<PAGE> 43
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )

On this, _____ day of _________,______, before me personally appeared
________________, to me personally known, who, being by me duly sworn, says that
such person is ____________________ of HARRIS TRUST AND SAVINGS BANK, and that
said instrument was signed on behalf of said bank by authority of its Board of
Directors and he acknowledged that the execution of the foregoing instrument was
the free act and deed of said bank.

_________________________________________
Notary Public

[Notarial Seal]

My Commission expires ________

-39-
<PAGE> 44
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )

On this _____ day of _________,_____, before me personally appeared
_______________, to me personally known, who, being by me duly sworn, says that
he is __________________ of UNION TANK CAR COMPANY, and that said instrument
was signed on behalf of said corporation by authority of its Board of Directors
and he acknowledged that the execution of the foregoing instrument was the free
act and deed of said corporation.

_____________________________________
Notary Public

[Notarial Seal]

My Commission expires ________________

-40-

<PAGE> 1

Exhibit 4(c)(3)

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

PROCOR LIMITED
EQUIPMENT TRUST
SERIES __-CAN

______________________________

EQUIPMENT TRUST AGREEMENT

Dated ____________

Between

HARRIS TRUST AND SAVINGS BANK,

Trustee,

and

PROCOR LIMITED

______________________________

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

Filed with the Surface Transportation Board of the Department of
Transportation pursuant to 49 U.S.C. Section 11301 on ______ ____, at [_______
A.M./P.M.], recordation number __________, and deposited in the Office of the
Registrar General of Canada pursuant to Section 90 of the Railway Act (Canada)
on ______ ____, at [_______ A.M./P.M.].
<PAGE> 2
TABLE OF CONTENTS*

ARTICLE ONE Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE TWO Trust Certificates and Issuance;
Interests Represented and Maturity . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.01. Issuance of Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.02. Interests Represented by Trust
Certificates; Interest
Payments; Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.03. Form, Execution and Characteristics of
Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 2.04. Replacement of Lost Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE THREE Acquisition of Trust Equipment by Trustee;
Deposited Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.01. Acquisition of Equipment by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.02. Payment of Deposited Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
SECTION 3.03. Payment of Deficiency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.04. Supporting Papers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE FOUR Conditional Sale of Trust Equipment to the
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.01. Conditional Sale of Trust Equipment to
the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.02. Equipment Automatically Subjected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.03. Additional and Substituted Equipment
Subject Hereto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.04. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 4.05. Termination of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 4.06. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.07. Substitution and Replacement of Trust
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.08. Maintenance of Trust Equipment; Casualty
Occurrences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 4.09. Possession of Trust Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 4.10. Marking of Trust Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>

__________________________________

* This Table of Contents has been included in the document for
convenience only and does not form a part of, or affect any construction or
interpretation of, this document.
<PAGE> 3
<TABLE>
<S> <C> <C>
ARTICLE FIVE Events of Default and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 5.02. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 5.03. Application of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.04. Waivers of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 5.05. Obligations of Company Not Affected by
Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.06. Company To Deliver Trust Equipment to
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.07. Trustee To Give Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.08. Control by Holders of Trust
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 5.09. Limitations on Suits by Holders of Trust
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 5.10. Unconditional Right of Holders of Trust
Certificates To Sue for Principal and
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 5.11. Remedies Cumulative; Subject to Mandatory
Requirements of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE SIX Additional Agreements by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.01. Guarantee of Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.02. Discharge of Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.03. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.04. Payment of Expenses; Recording . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE SEVEN Concerning the Holders of Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 7.01. Evidence of Action Taken by Holders of
Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 7.02. Proof of Execution of Instruments and of
Holding of Trust Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 7.03. Trust Certificates Owned by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 7.04. Right of Revocation of Action Taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 7.05. Amendment or Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE EIGHT The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 8.01. Acceptance of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 8.02. Duties and Responsibilities of the
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 8.03. Application of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 8.04. Funds May be Held by Trustee;
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 8.05. Trustee Not Liable for Delivery Delays or
Defects in Equipment or Title . . . . . . . . . . . . . . . . . . . . . . . . . . 34
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
SECTION 8.06. Resignation and Removal; Appointment of
Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 8.07. Acceptance of Appointment by Successor
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 8.08. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 8.09. Return of Certain Moneys to Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE NINE Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 9.01. Rights Confined to Parties and Holders . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 9.02. No Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 9.03. Binding Upon Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 9.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
SECTION 9.05. Effect of Headings; Date Executed; and
Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 9.06. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 9.07. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SCHEDULE I - List of Equipment
</TABLE>
<PAGE> 5
EQUIPMENT TRUST AGREEMENT dated ______ ____ ____, between HARRIS TRUST
AND SAVINGS BANK, solely in its capacity as Trustee, an Illinois banking
corporation (the "Trustee"), and PROCOR LIMITED, a Canadian corporation (the
"Company").

WHEREAS Procor Limited Equipment Trust Certificates, Series __-Can
(the "Trust Certificates"), are to be issued and sold at a price not less than
their principal amount, in an aggregate principal amount not exceeding U.S.
$__________; and

WHEREAS the proceeds of the sale of the Trust Certificates together
with such other cash, if any, as may be required to be deposited by the Company
as hereinafter provided are to constitute a fund, to be known as Procor Limited
Equipment Trust, Series __-Can, to be applied by the Trustee from time to time
in part payment of the Cost (as hereinafter defined) of the Trust Equipment (as
hereinafter defined), the remainder of the Cost thereof to be paid out of
moneys to be deposited by the Company as provided herein; and

WHEREAS such Trust Equipment will be resold, retransferred and
redelivered to the Company with title to, and a security interest in, such
Trust Equipment to be retained by the Trustee; and

WHEREAS the Company's due and punctual performance of its obligations
hereunder has been unconditionally guaranteed by Union Tank Car Company, a
Delaware corporation and indirect parent of the Company ("Union"), pursuant to
Section ____ of the Trust Supplement dated ____ ____,____to that certain Pass
Through Trust Agreement, dated as of January 15, 1997, among Union, the Company
and Harris Trust and Savings Bank, as Pass Through Trustee; and

WHEREAS the texts of the Trust Certificates (including the grid for
endorsement of principal payments thereon) and the guarantee to be endorsed on
the Trust Certificates by the Company is to be substantially in the following
form:

- 1 -
<PAGE> 6
[Form of Trust Certificate]

THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
OF THE UNITED STATES OF AMERICA

No. R-______________ $_____________

PROCOR LIMITED
Equipment Trust Certificate, Series __-Can
Total Authorized Issue U.S. $

HARRIS TRUST AND SAVINGS BANK
Trustee

Harris Trust and Savings Bank, as Trustee under an Equipment Trust
Agreement (the "Agreement") dated ______ ____,____, between Harris Trust and
Savings Bank, as Trustee (the "Trustee"), and Procor Limited, a Canadian
corporation (the "Company"), hereby certifies that

or registered assigns is entitled to an interest in the principal amount of

United States of America Dollars (U.S.$ ) in Procor Limited
Equipment Trust, Series __-Can, due and payable on or before _________
____,____, and to interest on the amount of unpaid principal from time to time
due and owing pursuant to this Trust Certificate from the date hereof at the
rate of ____% per annum (and, if applicable, the additional amounts that may
become payable under Section 4.04 of the Agreement). Interest on this Trust
Certificate shall be calculated on the basis of a 360-day year of twelve 30-day
months.

This Trust Certificate shall be payable as follows (unless payment hereof
is accelerated pursuant to Article Five of the Agreement): the outstanding
principal amount hereof shall be paid on [describe principal payments] and
interest payments on the outstanding principal shall be made in [describe
interest payments] on _________ and _________ in each year commencing _________
______, _____,. Interest on any overdue installment of interest and on any
overdue payment of principal, to the extent legally enforceable, shall be
payable at the rate per annum of 1% over the rate specified above. Payments of
principal and interest shall be made by the Trustee to the registered holder
hereof at the corporate trust office of the Trustee in _______, ________, in
such coin or currency of the United States of America as, at the time of
payment, shall be legal tender for the payment of public and private debts. Each
of such payments shall be made only from and solely out of moneys received by
the Trustee and applicable to such payment under the provisions of the
Agreement.

This Trust Certificate is one of an authorized issue of Trust Certificates
in an aggregate principal amount not exceeding the Total Authorized Issue set
forth above, issued under the

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Agreement, pursuant to which title to, and a security interest in, certain
railroad equipment (or cash or obligations defined in the Agreement as
"Investments" in lieu thereof, as provided in the Agreement) is held by the
Trustee in trust for the equal and ratable benefit of the registered holders of
the Trust Certificates issued thereunder. Reference is made to the Agreement
(a copy of which is on file with the Trustee at its corporate trust office) for
a more complete statement of the terms and provisions thereof, to all of which
the registered holder hereof, by accepting this Trust Certificate, assents.

The due and punctual performance of the Company's obligations under
the Agreement has been guaranteed by Union Tank Car Company, a Delaware
corporation and parent of the Company.

This Trust Certificate shall not be deemed a promise to pay of Harris
Trust and Savings Bank in its individual capacity and payment by Harris Trust
and Savings Bank shall be made as Trustee only from and solely out of moneys
received by Trustee and applicable to such payment under the provisions of the
Agreement.

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IN WITNESS WHEREOF, the Trustee has caused this Trust Certificate to
be signed by one of its duly authorized officers, by his/her signature or a
facsimile thereof, and its corporate seal or a facsimile thereof to be hereunto
affixed or imprinted hereon and to be attested by one of its duly authorized
officers, by his/her signature. Neither this Trust Certificate nor the
guarantee endorsed hereon shall be valid or enforceable for any purpose until
this Trust Certificate shall have been so signed by a duly authorized officer
and the corporate seal so attested by such duly authorized officer.

Dated

HARRIS TRUST AND SAVINGS BANK,
as Trustee

By______________________________________
Authorized Officer

[Corporate Seal]

Attest:

__________________________________________
Authorized Officer

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PROCOR LIMITED, for valuable consideration, hereby unconditionally and
irrevocably guarantees to the registered holder of the within Trust Certificate
the prompt payment when due of the principal of said Trust Certificate and the
interest thereon specified in said Trust Certificate, with interest on any
overdue principal and on any overdue interest, to the extent legally
enforceable, at the rate specified in said Trust Certificate, all in accordance
with the terms of said Trust Certificate and the Equipment Trust Agreement
referred to therein.

PROCOR LIMITED

By______________________________________
Title:

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WHEREAS it is desired to secure to the holders of the Trust
Certificates the payment of the principal thereof when due, whether by
declaration or otherwise, and interest thereon as hereinafter provided;

NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties hereto hereby agree as follows:

ARTICLE ONE

Definitions

Business Day shall mean any day, other than a Saturday or
Sunday or a day on which commercial banking institutions or trust
companies are authorized or required by law, regulation or executive
order to be closed in New York, New York or Chicago, Illinois or
Toronto, Ontario, Canada or, so long as any Trust Certificate is
outstanding, a city and state in which the Corporate Trust Office of
the Trustee is located.

Company shall mean Procor Limited, a Canadian corporation
(whose chief place of business and chief executive office is currently
located at 2001 Speers Road, Oakville, Ontario, Canada L6J 5E1), and
any successor or successors to it complying with the provisions of
Section 4.09.

Corporate Trust Office shall mean the office of the Trustee,
at which the corporate trust business of the Trustee relating to this
transaction shall, at the time in question, be administered, which
office is, on the date of execution of this Agreement, located at
111 West Monroe Street, Chicago, Illinois 60603.

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not in excess of "car builder's cost", including direct cost of labor,
material and overhead but excluding any manufacturing profit.

Default shall mean

(1) any Event of Default; and

(2) any event which, with the giving of notice or the
passage of time or both, could constitute an Event of Default.

The Company shall be considered to "be in Default" if a Default
shall have occurred and be continuing.

Deposited Cash shall mean the aggregate of (a) the proceeds
from the sale of the Trust Certificates deposited with the Trustee
pursuant to Section 2.01 and, when required or indicated by the
context, any Investments purchased by the use of such proceeds
pursuant to the provisions of Section 8.04, and (b) any sums restored
to Deposited Cash from payments made by the Company pursuant to
Section 4.04(B)(l)(b) and on deposit with the Trustee.

Equipment shall mean standard-gauge railroad tank cars and
hopper cars, which tank cars and hopper cars are rolling stock used or
intended for use in connection with interstate commerce and which were
first put into use on or after January 1, 1995; provided, however,
that in the case of Equipment sold to the Trustee pursuant to Section
4.07, it shall not include any railroad equipment first put into use
prior to ___________, ____.

Event of Default shall mean any event specified in Section 5.01
to be an Event of Default.

The word "holder", when used with respect to Trust
Certificates, shall include the plural as well as the singular number.

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other obligor on the Trust Certificates or any Affiliate of the
Company or any such other obligor as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar
functions.

Investments shall mean (a) bonds, notes or other direct
obligations of the United States of America or obligations for which
the full faith and credit of the United States is pledged to provide
for the payment of the interest and principal and which mature within
one year of the date of purchase, (b) open market commercial paper of
any company incorporated and doing business under the laws of the
United States of America or one of the States thereof which mature
within one year of the date of purchase and which have a rating of
"A-1" by Standard & Poor's Corporation or "prime-1" or better by
NCO/Moody's Commercial Paper Division of Moody's Investors Service,
Inc. or an equivalent rating by a successor thereto or a similar
nationally recognized rating service substituted therefor, (c)
certificates of deposit or time deposits in banks or trust companies,
including the Trustee, incorporated and doing business under the laws
of the United States of America or one of the States thereof having
capital and surplus aggregating at least $250,000,000 and (d) The
First National Bank of Chicago Corporate Trust Short Term Investment
Fund, so long as the shares of such fund are rated by Standard &
Poor's Ratings Group and Moody's Investors Service, Inc. in one of the
two highest rating categories (without regard to any refinement or
gradation of rating category by numerical modifier or otherwise)
assigned by Standard & Poor's Ratings Group and Moody's Investors
Service, Inc. for obligations of that nature.

Owner shall mean the manufacturer or other person transferring
title to any of the Equipment to the Trustee.

Pass Through Trust Agreement shall mean the Pass Through Trust
Agreement, dated as of January 15, 1997 among Union, the
Company and Harris Trust and Savings Bank, as Pass Through Trustee.

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Pass Through Trustee shall mean Harris Trust and Savings Bank,
as Pass Through Trustee under the Pass Through Trust Agreement or the
successor thereto pursuant to the terms of the Pass Through Trust
Agreement.

Penalty Rate shall mean 1% per annum over the rate specified in
the Trust Certificates.

Trust Certificates shall mean the Equipment Trust Certificates
issued hereunder.

Trust Equipment shall mean all Equipment at the time subject to
the terms of this Agreement.

Trustee shall mean Harris Trust and Savings Bank, solely in
its capacity as Trustee and, subject to the provisions of
Article Eight, any successor as trustee hereunder.

Union shall mean Union Tank Car Company, a Delaware
corporation (whose chief place of business and chief executive office
currently is located at 225 West Washington Street, Chicago, Illinois
60606), and any successor or successors to it complying with the
provisions of Section 6.01.

Value, as used herein, shall mean an amount determined as
follows:

(2) the Value of any unit of Equipment conveyed
to the Trustee as provided in Article Three and in Section
4.07 shall be deemed to be the lesser of (a) the fair market
value thereof and (b) the Cost of such unit or, in the case of
any unit of Equipment not new, the Cost thereof, less 1/20 of
such Cost for each full year elapsed between the date such
unit was first put into use and the date of the transfer
thereof to the Trustee;

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(3) the Value of any Unit of Equipment as used in
Section 4.08 shall be deemed to be the cost thereof less
1/20th of such Cost for each full year elapsed between the
date such Unit was first put into use and the date as of which
Value is to be determined; and

(4) for the purpose of determining Value, if the
Cost of any such Unit was originally denominated in Canadian
Dollars, such Cost shall be converted into U.S. Dollars at the
official exchange rate in effect On the date of any such
assignment, transfer or conveyance.

The words herein, hereof, hereby, hereto, hereunder and words of
similar import refer to this Agreement as a whole and not to any particular
Article, Section, paragraph or subdivision hereof.

ARTICLE TWO

Trust Certificates and Issuance;
Interests Represented and Maturity

Thereupon without waiting for the recording or filing of this
Agreement or of any other instrument respecting the Trust Equipment, the
Trustee shall issue and deliver, as the Company shall direct by Request, Trust
Certificates in the aggregate principal amount so sold.

SECTION 2.02. Interests Represented by Trust Certificates; Interest
Payments; Maturity; No Redemption. Each of the Trust Certificates shall
represent an interest in the principal amount therein specified in the trust
created hereunder. The Trust Certificates shall bear interest at ____% per
annum and shall be payable as follows (unless payment thereof is accelerated
pursuant to Article Five of this Agreement): the outstanding principal amount
thereof shall be paid on [describe principal payments], and interest payments
on the outstanding principal shall be paid [describe interest payments]
on _________ and __________ in each year commencing ___________ ____, ____. The
Trust Certificates are not redeemable prior to maturity. Interest on the Trust
Certificates shall accrue from the date of original issue and shall be
calculated on the basis of a 360-day year of twelve 30-day months. Interest
shall be payable on overdue installments of interest and on any overdue payment
of principal, to the extent legally enforceable, at the Penalty Rate.

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Payment of the principal of and interest on the Trust Certificates
shall be made by the Trustee at the Corporate Trust Office in such coin or
currency of the United States of America as at the time of payment shall be
legal tender for the payment of public and private debts, but only from and
solely out of moneys received by the Trustee and applicable to such payment
under the provisions of this Agreement.

In the event Union makes any payment attributable to the principal of
or accrued interest on the Trust Certificates to the person entitled thereto
pursuant to the Union guarantee contained in Article XII of the Pass Through
Trust Agreement (and endorsed on the Pass Through Trust Certificates issued
thereunder), each such payment shall have the same effect as if such payment
was made by the Company on the Trust Certificates, thereby reducing on a dollar
for dollar basis the outstanding principal amount of or accrued interest on the
Trust Certificates to the same extent as payment of principal of or accrued
interest on was made under said guarantee. Solely for the purposes of this
paragraph, payments under said guarantee shall be applied, first, against
accrued and unpaid interest and, second, to outstanding principal.

SECTION 2.03. Form, Execution and Characteristics of Trust
Certificates. (a) The Trust Certificates and the guarantee to be endorsed on
the Trust Certificates by the Company as provided in Section 6.01 shall be in
substantially the forms hereinbefore set forth.

(b) The Trust Certificates shall be signed in the name and on
behalf of the Trustee by the manual or facsimile signature of one of its duly
authorized officers and its corporate seal or a facsimile thereof shall be
affixed or imprinted thereon and attested by the manual signature of one of its
duly authorized officers. In case any officer of the Company or the Trustee
whose signature, whether facsimile or not, shall appear on any of the Trust
Certificates shall cease to be such officer of the Company or the Trustee
before the Trust Certificates shall have been issued and delivered by the
Trustee or shall not have been acting in such capacity on the date of the Trust
Certificates, such Trust Certificates may be adopted by the Company or the
Trustee and be issued and delivered as though such person had not ceased to be
or had then been such officer of the Company or the Trustee.

(c) The Trust Certificates (i) shall be issuable in denominations
of U.S. $1,000 or any multiple thereof; (ii) shall be registered, as to both
principal and interest, in the name of the holders; (iii) shall be transferable
in whole or in part upon presentation and surrender thereof for transfer at the
Corporate Trust Office, accompanied by appropriate instruments of assignment
and transfer, duly executed by the registered holder of the surrendered Trust
Certificate or Certificates or by duly authorized attorney, in form
satisfactory to the Trustee; (iv) shall be dated as of the date of issue unless
issued in exchange for another Trust Certificate or Certificates bearing unpaid
interest from an earlier date, in which case they shall be dated as of such
earlier date; (v) shall entitle the registered holder to interest from the date
thereof; and (vi) shall be exchangeable for an equal aggregate principal amount
of Trust Certificates of authorized denominations of like tenor and maturity
equal to the then unpaid principal amount of Trust Certificates being
exchanged.

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(d) Anything contained herein to the contrary notwithstanding,
prior to due presentment for registration of transfer, the parties hereto may
deem and treat the registered holder of any Trust Certificates as the absolute
owner of such Trust Certificates for all purposes and shall not be affected by
any notice to the contrary.

(f) For any registration, transfer or exchange, the Trustee shall
require the payment of a sum sufficient to reimburse it for any governmental
charge connected therewith.

(h) The Trustee shall not be required to issue, transfer or
exchange Trust Certificates for a period of 10 days next preceding any interest
payment date.

SECTION 2.04. Replacement of Lost Trust Certificates. In case any
Trust Certificate shall become mutilated or defaced or be lost, destroyed or
stolen, then on the terms herein set forth, and not otherwise, the Trustee
shall execute and deliver a new Trust Certificate in the then unpaid principal
amount of the predecessor Trust Certificate and bearing such identifying number
or designation as the Trustee may determine, in exchange and substitution for,
and upon cancellation of, the mutilated or defaced Trust Certificate, or in
lieu of and in substitution for the same if lost, destroyed or stolen. The
Company shall execute its guarantee on any Trust Certificates to be so
delivered. The applicant for a new Trust Certificate pursuant to this Section
shall furnish to the Trustee and the Company evidence to their satisfaction of
the loss, destruction or theft of such Trust Certificate alleged to have been
lost, destroyed or stolen and of the ownership and authenticity of such
mutilated, defaced, lost, destroyed or stolen Trust Certificate, and also shall
furnish such security or indemnity as may be required by the Trustee and the
Company in their discretion, and shall pay all expenses and charges of such
substitution or exchange. In the case of each of the original purchasers of
Trust Certificates or any institutional investor transferee, a letter of
indemnity in form reasonably satisfactory to the Trustee and the Company from
such purchaser shall be sufficient security and indemnity. All Trust
Certificates are held and owned upon the express condition that the foregoing
provisions are exclusive in respect of the replacement of mutilated, defaced,
lost, destroyed or stolen Trust

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Certificates and shall preclude any and all other rights and remedies, any law
or statute now existing or hereafter enacted to the contrary notwithstanding.

ARTICLE THREE

Acquisition of Trust Equipment by Trustee;
Deposited Cash

SECTION 3.01. Acquisition of Equipment by Trustee. The Company
shall cause to be sold to the Trustee, as trustee for the holders of the Trust
Certificates as soon as practicable, all of the Equipment described in
Schedule I hereto; provided, however, that if the aggregate Cost of the
Trust Equipment delivered to the Trustee or its agent or agents pursuant to
this Article Three, as specified in the Officers' Certificate theretofore
delivered to the Trustee pursuant to Section 3.04, shall exceed _____% of the
aggregate principal amount of Trust Certificates issued under Section 2.01,
upon Request the Trustee shall execute and deliver to the Company a supplement
hereto excluding from this Agreement Equipment having a Cost in excess of such
amount so that the aggregate Cost of the Trust Equipment shall not exceed
_____ % of the aggregate principal amount of the Trust Certificates issued
pursuant to Section 2.01. The Trust Equipment sold to the Trustee shall be
delivered to the person or persons designated by the Trustee as its agent or
agents to accept such delivery (who may be one or more of the officers or
agents of the Company) and the certificate of any such agent or agents as to
such delivery and acceptance shall be conclusive evidence of such delivery.

In the event that the Company shall deem it necessary or desirable to
procure for the use of the Company, and to include in the trust hereby created,
other Equipment in lieu of any units of the Equipment specifically described in
Schedule I hereto prior to the acceptance of such Equipment by the Trustee or
its agent or agents, or in the event that any unit of the Equipment described
in Schedule I hereto shall suffer a Casualty Occurrence as defined in Section
4.08, prior to such acceptance, the Company may cause to be sold to the Trustee
other Equipment, to be substituted under the trust.

If the aggregate Cost, as specified in the Officers' Certificate
theretofore delivered to the Trustee pursuant to Section 3.04, of the Trust
Equipment delivered to the Trustee or its agent or agents pursuant to this
Article Three shall be less than _____% of the principal amount of the Trust
Certificates issued pursuant to Section 2.01, the Company will cause to be sold
to the Trustee additional Equipment in such amount and of such Cost that such
aggregate final Cost of the Trust Equipment will be at least _____% of the
principal amount of the Trust Certificates issued pursuant to Section 2.01.

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of the aggregate Cost of such Trust Equipment, as specified in the Officers'
Certificate furnished to the Trustee pursuant to Section 3.04(b).

SECTION 3.03. Payment of Deficiency. The Company covenants that,
contemporaneously with any payment by the Trustee pursuant to Section 3.02, it
will either (a) pay to the Trustee the amounts provided in Section 4.04(A), and
thereupon the Trustee shall, upon Request, pay to the Owner of the delivered
Trust Equipment, by the use of such amounts, the portion of the Cost of the
delivered Trust Equipment not paid out of Deposited Cash as provided for in
Section 3.02 or (b) deliver to the Trustee an executed counterpart of a receipt
from such Owner evidencing the direct payment by the Company to such Owner of
that portion of the Cost of such Trust Equipment equal to the amounts required
to be paid to the Trustee pursuant to clause (a) of this sentence in respect of
such Trust Equipment or, if the Company is the Owner of the delivered Trust
Equipment, a statement to such effect; the intention being that the Company
shall ultimately pay not less than ___% of the Cost of all the Trust Equipment
delivered to the Trustee pursuant to this Article Three, and the Trustee and
the Company shall at any time, if occasion arises, adjust their accounts and
payments to the end that the Trustee shall pay with Deposited Cash not more
than ___% of the Cost, and the Company shall pay the remainder, to be not less
than ___% of such Cost.

SECTION 3.04. Supporting Papers. The Trustee shall not pay out any
Deposited Cash against the delivery of any of the Trust Equipment unless and
until it shall have received:

(b) an Officers' Certificate which shall state (i) that
such Trust Equipment is Equipment as herein defined, (ii) the date
each unit of such Trust Equipment was first put into use or that such
Trust Equipment was first put into use not earlier than a specified
date, (iii) that the Cost of such Trust Equipment is the amount
therein specified or is not less than the amount therein specified and
(iv) the Value to the Company, in the opinion of the signer, of such
Trust Equipment as of the date of the Section 3.02 Request and (v)
that in the opinion of the signers all conditions precedent provided
in this Agreement, relating to the payment in question, have been
complied with;

(c) (i) an invoice or invoices from the Owner of such
Trust Equipment, if other than the Company, and (ii) a bill or bills
of sale of such Trust Equipment from the Owner thereof to the Trustee,
which bill or bills of sale shall contain a warranty or guarantee to
the Trustee that the title to the Trust Equipment described therein is
free from all liens and encumbrances (except as permitted herein)
other than the rights of the Company hereunder; and

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(d) an Opinion of Counsel to the effect (i) that such
bill or bills of sale are valid and effective, either alone or in
connection with any other instrument referred to in and accompanying
such opinion, to vest in the Trustee title to such Trust Equipment
free from all liens and encumbrances (except as permitted herein)
other than the rights of the Company hereunder, (ii) that in the case
of any Trust Equipment not specifically described herein, a proper
supplement hereto in respect of such Trust Equipment has been duly
executed by the Trustee and the Company and filed and recorded in
accordance with Section 6.05 and (iii) that, the opinion of such
counsel, all conditions precedent provided for in this Agreement
relating to the payment in question have been complied with.

ARTICLE FOUR

Conditional Sale of Trust Equipment to the Company

SECTION 4.01. Conditional Sale of Trust Equipment to the Company.
The Trustee does hereby conditionally sell to the Company all the Trust
Equipment from and after the date such Trust Equipment is acquired by the
Trustee hereunder.

SECTION 4.02. Equipment Automatically Subjected. As and when any
Equipment shall from time to time be transferred to the Trustee hereunder, the
same shall, ipso facto and without further instrument of transfer, become
subject to all the terms and provisions hereof.

SECTION 4.03. Additional and Substituted Equipment Subject Hereto.
In the event that the Company shall, as provided in Section 3.01 or 4.07, cause
to be transferred to the Trustee other Equipment in addition to or in
substitution for any of the Equipment herein specifically described or
subjected hereto, such other Equipment shall be included as part of the Trust
Equipment by supplement hereto to be executed by the Trustee and the Company
and shall be subject to all the terms and conditions hereof in all respects as
though it had been part of the Equipment herein specifically described.

SECTION 4.04. Payments. The Company hereby covenants and agrees to
accept delivery and possession hereunder of the Trust Equipment; and the
Company covenants and agrees to pay to the Trustee at the Corporate Trust
Office (or, in the case of taxes, to the proper taxing authority), in such coin
or currency of the United States as at the time of payment shall be legal
tender for the payment of public and private debts, such amounts in respect of
the purchase of such Trust Equipment as shall be sufficient to pay and
discharge the following items, when and as the same shall become due and
payable (whether or not any of such items shall become due and payable prior to
the acceptance of delivery of any unit of the Trust Equipment).

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(A) The Company shall pay to the Trustee, as hereinafter
provided, as advance conditional sale payments hereunder, sums which
in the aggregate shall be equal to the difference between the
aggregate Cost of the Trust Equipment (other than Trust Equipment
subjected hereto pursuant to Section 4.07) and the portion of such
Cost to be provided out of the proceeds (excluding accrued interest,
if any) of the sale of the Trust Certificates, the intention being
that, when all such Trust Equipment shall have been transferred to the
Trustee, the Company shall have paid or shall pay to the Trustee, as
advance conditional sale payments hereunder, a sum equal to the amount
by which the aggregate Cost of such Trust Equipment exceeds such
proceeds of the sale of the Trust Certificates. The Company agrees to
make such advance conditional sale payments as follows:

(1) at the time of issue of a Trust Certificate
pursuant to Section 2.01, a sum which, when added to the
proceeds of the sale of such Trust Certificate deposited with
or to the credit of the Trustee, will make the total sum
deposited equal to the principal amount of such Trust
Certificate; and

(2) Upon delivery of any such Trust Equipment, a
sum equal to the portion of the Cost of such delivered Trust
Equipment not paid out of Deposited Cash as provided for in
Section 3.02, but not less than ___% of such Cost.

(B) In addition to such amounts, the Company shall pay to
the Trustee, in cash (notwithstanding that any of the Trust
Certificates shall have been acquired by the Company or shall not have
been presented for payment), the following:

(1) from time to time upon demand of the Trustee,
(a) the reasonable expenses of the trust hereby created,
including, without limitation, reasonable compensation to the
Trustee and all expenses provided for herein, and (b) an
amount equal to any expenses incurred or loss of principal
(including interest accrued thereupon at time of purchase) in
connection with any purchase, sale or redemption by the
Trustee of Investments;

(3) (a) the amounts of interest payable on the
Trust Certificates, when and as the same shall become payable,
and (b) interest at the Penalty Rate from the due date, upon
the amount of any installments of purchase price payable in
respect of the principal of and interest on the Trust
Certificates which shall not be paid when due, to the extent
legally enforceable; and

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(4) the principal of the Trust Certificates, when
and as the same shall become payable, whether upon the date of
maturity thereof or by declaration or otherwise.

All payments provided for in subsections 3 and 4 shall be payable in
such coin or currency of the United States of America as at the time
of payment shall be legal tender for the payment of public and private
debts.

Except as provided in the next sentence hereof, nothing contained
herein or in the Trust Certificates shall be deemed to impose on the Trustee or
on the Company any obligation to pay to the registered holder of any Trust
Certificate any tax, assessment or governmental charge required by any present
or future law of Canada or the United States of America, or of any state,
province, county, municipality or other taxing authority thereof, to be paid on
behalf of, or withheld from the amount payable to, the holder of any Trust
Certificate. If after the date of original issuance of the Trust Certificates,
the adoption of any applicable law, treaty, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof shall subject the holders of Trust
Certificates to any withholding tax, or similar charge the result of which is
to reduce the amount of any sum received or receivable by such holders under
the Trust Certificates, then the Company shall pay to the Trustee for
distribution to the holders such additional amount or amounts as will result in
such holders receiving the full amount of principal and interest, as the case
may be, then due.

SECTION 4.05. Termination of Trust. After (i) all payments which
are required to be made pursuant to this Agreement have been completed and
fully made to the Trustee or (ii) Union shall have made all payments required
to be made under its guarantee referred to in the last paragraph of Section
2.02 hereof or (iii) the Company shall have acquired all the Trust Certificates
pursuant to the exercise of its rights to purchase the Trust Certificates under
Section 6.1 of the Pass Through Trust Agreement and tendered such Trust
Certificates to the Trustee for cancellation, (1) such payments or tender shall
be applied and treated as purchase money as the full purchase price of the
Trust Equipment from the Trustee, (2) any moneys remaining in the hands of the
Trustee after providing for all outstanding Trust Certificates and after paying
the expenses of the Trustee, including its reasonable compensation, shall be
paid to the Company, (3) title to all the Trust Equipment shall vest in the
Company and (4) the Trustee shall execute for record in public offices, at the
expense of the Company, such instrument or instruments in writing as reasonably
shall be requested by the Company and acceptable to the Trustee in order to
make clear upon public records the Company's title to all the Trust Equipment
under the laws of any jurisdiction; provided, however, that (except as
otherwise

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provided herein) until that time title to the Trust Equipment shall not pass to
or vest in the Company, but title to and ownership of all the Trust Equipment
shall be and remain with the Trustee, notwithstanding the delivery thereof to
and the possession and use thereof by the Company pursuant to this Agreement.

SECTION 4.06. Indemnity. The Company covenants and agrees to
indemnify the Trustee against any and all claims arising out of or connected
with the ownership or use of any of the Trust Equipment, and particularly
against any and all claims arising out of the use of any patented inventions in
and about the Trust Equipment, and to comply in all respects with the laws of
Canada and of all its provinces and other jurisdictions in which the Trust
Equipment, or any unit thereof, may be operated, and with all lawful acts,
rules, regulations and orders of any commissions, boards and other legislative,
executive, administrative or judicial bodies or officers having power to
regulate or supervise any of the Trust Equipment, including without limitation
all lawful acts, rules, regulations and orders of any body having competent
jurisdiction relating to automatic coupler devices or attachments, air brakes
or other appliances; provided, however, that the Company may in good faith
contest the validity of any such law, act, rule, regulation or order, or the
application thereof to the Trust Equipment or any part thereof, in any
reasonable manner which will not in the judgment of the Trustee materially
endanger the rights or interests of the Trustee or of the holders of the Trust
Certificates. The Company shall not be relieved from any of its obligations
hereunder by reason of the assertion or enforcement of any such claims or the
commencement or prosecution of any litigation in respect thereof. The
Company's obligation to indemnify the Trustee under this Section 4.06 shall
survive the termination of this Agreement.

(1) an Officers' Certificate stating (i) the Value, as of
the date of said Request, of the Trust Equipment so to be assigned or
transferred by the Trustee and the date such Trust Equipment was
first put into use (or that such Trust Equipment was first put into
use not later than a specified date), (ii) that the requested
assignment or transfer by the

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<PAGE> 23
Trustee will not impair the security under this Agreement in
contravention of the provisions hereof, (iii) the Value of such
substituted Equipment as of such date and the date such substituted
Equipment was first put into use (or that such substituted Equipment
was first put into use not earlier than a specified date), (iv) that
each unit of Equipment so to be substituted has been marked as
provided in Section 4.10, (v) that each such unit so to be substituted
is Equipment as herein defined and (vi) that the Company is not in
Default;

(2) a certificate, and a bill or bills of sale in respect
of such substituted Equipment as provided for in subparagraphs (a) and
(c) of the first paragraph of Section 3.04;

(3) an Opinion of Counsel to the effect that (i) such
bill or bills of sale are valid and effective, either alone or
together with any other instruments referred to in and accompanying
such opinion, to vest in the Trustee title to such substituted
Equipment free from all claims, liens, security interests and other
encumbrances (except as permitted herein) other than the rights of the
Company hereunder and (ii) a proper supplement hereto in respect of
each substituted unit of Equipment has been duly executed by the
Trustee and the Company and has been filed with the Interstate
Commerce Commission pursuant to the requirements of 49 U.S.C. Section
11303 and as otherwise required by Section 6.05 and has been deposited
with the Registrar General of Canada pursuant to Section 90 of the
Railway Act (Canada) and publication of notice of such deposit in The
Canada Gazette in accordance with said Section 90 has been provided
for; and

At the time of delivery of any Request pursuant to the first paragraph
of this Section, the Company shall, if cash is to be paid to the Trustee in
respect of the Trust Equipment to be assigned or transferred by the Trustee,
deliver to the Trustee an Officers' Certificate verifying the matters set forth
in clauses (i), (ii) and (vi) of subparagraph (1) of the second paragraph of
this Section.

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<PAGE> 24
Cash deposited with the Trustee pursuant to this Section or Section
4.08 shall, from time to time, be paid over by the Trustee to the Company upon
Request, against conveyance to the Trustee of units of Equipment having a
Value, as of the date of said Request, not less than the amount of cash so
paid, and upon delivery to the Trustee of papers corresponding to those set
forth in the second paragraph of this Section, with such appropriate
modifications as may be approved by the Trustee.

SECTION 4.08. Maintenance of Trust Equipment; Casualty Occurrences.
The Company agrees that it will maintain and keep all the Trust Equipment in
good order and proper repair at its own cost and expense, unless and until it
becomes worn out, unsuitable for use or lost or destroyed (such occurrences
being hereinafter called Casualty Occurrences). Whenever any of the Trust
Equipment shall suffer a Casualty Occurrence, the Company shall on or before
the next following May 15, deliver to the Trustee an Engineer's Certificate
describing such Trust Equipment and stating the Value thereof as of the date
such Trust Equipment suffered such Casualty Occurrence. When the total Value
of all units of the Trust Equipment having suffered a Casualty Occurrence
(exclusive of units having suffered a Casualty Occurrence in respect of which a
payment shall have been made to the Trustee pursuant to this Section) shall
exceed U.S. $250,000, the Company, within 30 days after it shall have been
informed of such event, shall deliver to the Trustee an Engineer's Certificate
describing such Trust Equipment and stating the Value thereof as of the date
such Trust Equipment suffered such Casualty Occurrence and either (i) deposit
with the Trustee an amount in cash equal to the Value of such units as of the
date of the Casualty Occurrence in respect of each thereof or (ii) convey to
the Trustee, in accordance with the procedures and requirements of Section
4.07, units of Equipment with a Value, as of the date of such conveyance, not
less than the Value of the units suffering such Casualty Occurrences(s), as of
the date of the Casualty Occurrence in respect of each thereof. The rights and
remedies of the Trustee to enforce or to recover any of the amounts payable
hereunder shall not be affected by reason of any Casualty Occurrence. Cash
deposited with the Trustee pursuant to this Section shall be held and applied
as provided in the fourth paragraph of Section 4.07.

The Company agrees to furnish to the Trustee on or before May 15 in
every calendar year commencing May 15, ____ and prior to the termination of the
security interest provided for herein, an Officers' Certificate, dated as of
the preceding February 14, (1) stating the description and numbers of all units
of Trust Equipment that may have suffered a Casualty Occurrence or which have
been withdrawn from use pending major repairs (other than running repairs)
since the date of the last preceding statement (or the date of this Agreement
in the case of the first such statement), (2) that in the case of all the Trust
Equipment repainted or repaired since the date of the last preceding statement
(or the date of this Agreement in the case of the first statement) the plates
or markers required by Section 4.10 have been preserved, or that such

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<PAGE> 25
Trust Equipment when repainted or repaired has been again plated or marked as
required thereby, (3) that no Event of Default has occurred and is continuing,
(4) that, in the opinion of the signers, the Company is in compliance with all
of the terms of this Agreement and (5) covering such other matters as the
Trustee may reasonably request.

SECTION 4.09. Possession of Trust Equipment. Except as provided in
this Section 4.09, without first obtaining the written consent of the Trustee,
the Company will not (a) assign or transfer its rights hereunder, (b) transfer
the Trust Equipment or any part thereof or (c) part with the possession of, or
suffer or allow to pass out of its possession and control, any of the Trust
Equipment. An assignment or transfer to any corporation which shall acquire all
or substantially all the property of the Company (by merger, consolidation or
otherwise) and which, by execution of an appropriate instrument satisfactory to
the Trustee, shall assume and agree to perform each and all the obligations and
covenants of the Company hereunder and under the guarantee of the Company
endorsed on the Trust Certificates shall not be deemed a breach of this
covenant or an assumption having the effect of releasing the Company from its
obligations hereunder. The appointment of a receiver or receivers in equity or
reorganization or a trustee or trustees in bankruptcy or reorganization for the
Company or for its property shall not be deemed an unauthorized assignment if,
prior to any action by the Trustee to exercise the remedies herein provided,
such receiver or receivers or trustee or trustees shall, pursuant to court
order or decree, in writing duly assume and agree to pay or perform each and
all of the obligations and covenants of the Company hereunder and under the
guarantee endorsed on the Trust Certificates, in such manner that such
obligations shall have the same status as obligations incurred by such receiver
or receivers or trustee or trustees.

Notwithstanding the foregoing, so long as the Company shall not be in
Default, the Company and any of its Affiliates shall be entitled to the
possession and use of the Trust Equipment in accordance with the terms hereof,
and the Company or such Affiliates may also (a) furnish the Trust Equipment or
any part thereof to railroad companies for use upon the lines of railroad owned
or operated by them or over which they have trackage rights and upon connecting
and other railroads in the usual interchange of traffic, or to other than
railroad companies for use in their business, and (b) lease or contract to
others located in the United States, Mexico and Canada all or any part of the
Trust Equipment, but only, in either case, upon and subject to all the terms
and conditions of this Agreement.

Any such lease or contract may provide that the party acquiring the
use of units of the Trust Equipment, so long as it shall not be in default
under such lease or contract, shall be entitled, subject to the rights of the
Trustee hereunder, to the possession of such units and the use thereof and,
subject to the provisions of Section 4.10 hereof, may provide for lettering or
marking upon such Equipment for convenience of identification of the leasehold
interest of such lessee therein. Every such lease or contract shall contain
provisions which have the effect of

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<PAGE> 26
subjecting the rights of the party acquiring the use of units of the Trust
Equipment under such lease or contract to the rights and remedies of the
Trustee in respect of such units.

The Trustee shall have the right to declare the conditional sale
provided for herein terminated in case of any unauthorized assignment or
transfer of the Company's rights hereunder or in case of any unauthorized
transfer or sublease of any of the Trust Equipment. The election of the
Trustee to terminate the conditional sale provided for herein shall have the
same effect as the retaking of the Trust Equipment by the Trustee as
hereinafter provided.

The Trust Equipment may be lettered, "Union Tank Car Company", "Procor
Limited", "UTLX", "PROX", or in some other appropriate manner for convenience
of identification of the interest of the Company therein, and may also be
lettered, in case of a lease of any equipment made pursuant to Section 4.09
hereof, in such manner as may be appropriate for convenience of identification
of the leasehold interest therein; but the Company, during the continuance of
the security interest provided for herein, will not allow any lettering or
designation to be placed on any of the Trust Equipment claiming ownership
thereof by the Company or by any person, firm, association or corporation other
than the Trustee.

ARTICLE FIVE

Events of Default and Remedies

SECTION 5.01. Events of Default. The Company covenants and agrees
that in case:

(a) the Company shall default in the payment of any
amount payable hereunder for more than 10 Business Days after the same
shall have become due and payable, or

(b) the Company shall make or suffer any unauthorized
assignment or transfer of its rights hereunder or shall make any
unauthorized transfer or lease (including, for the purpose of this
clause, contracts for the use thereof) of any of the Trust Equipment,
or, except as herein authorized, shall part with the possession of any
of the Trust Equipment, and shall fail or refuse either to cause such
assignment or transfer or lease to be canceled by agreement of all
parties having any interest therein and recover possession of such
Trust Equipment within 30 days after the Trustee shall have demanded
in writing such cancellation and recovery of possession, or within
said 30 days to deposit with the Trustee a sum in cash equal to the
Value, as of the date of such unauthorized

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<PAGE> 27
action, of such Trust Equipment (any sum so deposited to be returned
to the Company upon the cancellation of such assignment, transfer or
lease and the recovery of possession by the Company of such Trust
Equipment), or

(d) the security interest provided for herein shall be
terminated by operation of law or pursuant to the last paragraph of
Section 4.09, or

(e) any order, judgment or decree is entered under any
bankruptcy reorganization, compromise, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any
jurisdiction (herein called the Bankruptcy Law) adjudicating the
Company or Union bankrupt or insolvent, or the Company or Union
petitions or applies to any tribunal for, or consents to, the
appointment of, or taking possession by, a trustee, receiver,
custodian, liquidator or similar official, of the Company or Union or
of substantially all the assets of the Company or Union or commences a
voluntary case under the Bankruptcy Law or any proceedings relating to
the Company or Union under the Bankruptcy Law, whether now or
hereafter in effect; or any such petition or application is filed, or
any such proceedings are commenced, against the Company or Union and
the Company or Union by any act or failure to act indicates its
approval thereof, consent thereto or acquiescence therein, or an order
for relief is entered in an involuntary case against the Company or
Union under the Bankruptcy Law, as now or hereafter constituted, or an
order, judgment or decree is entered appointing any such trustee,
receiver, custodian, liquidator or similar official, or approving the
petition in any such proceedings, and such order, judgment or decree
remains unstayed and in effect for more than 60 days;

then, in any such case (herein sometimes called an "Event of Default"), the
Trustee in its discretion may, and upon the written request of the holders of
more than 50% in principal amount of the then outstanding Trust Certificates
shall, by notice in writing delivered to the Company, declare to be due and
payable forthwith the unpaid principal amount of all Trust Certificates then
outstanding and the entire amount (excluding amounts required for the payment
of interest accruing after the date of such declaration) payable by the Company
with respect to all such Trust Certificates then outstanding, as set forth in
Section 4.04, and not theretofore paid. Thereupon the entire amount shall
forthwith become and shall be due and payable immediately without further
demand, together with interest at the Penalty Rate, to the extent legally
enforceable, on any portion thereof overdue.

In case the Company shall fail to pay any installment of the amounts
payable pursuant to Section 4.04 in respect of the principal of, or interest
on, the Trust Certificates when and as

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<PAGE> 28
the same shall have become due and payable hereunder, and such Default shall
have continued for a period of more than ten Business days, the Trustee, in its
own name and as trustee of an express trust, shall be entitled and empowered to
institute any action or proceedings at law or in equity for the collection of
the amounts so due and unpaid, and may prosecute any such action or proceedings
to judgment or final decree, and may enforce any such judgment or final decree
against the Company other obligor upon the Trust Certificates and collect in
the manner provided by law out of the property of the Company, Union or other
obligor upon the Trust Certificates wherever situated the moneys adjudged or
decreed to be payable.

In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor upon the Trust
Certificates under the Bankruptcy Law or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the Company
or such other obligor, or in case of any other judicial proceedings relative to
the Company or such other obligor, or to the creditors or property of the
Company or such other obligor, the Trustee, irrespective of whether the
payments hereunder or the principal amount of the Trust Certificates shall then
be due and payable as herein or therein expressed whether by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand or
declaration pursuant to the provisions of this Section, shall be entitled and
empowered by intervention in such proceedings or otherwise, to file and prove a
claim or claims for the entire amount then or thereafter payable (including any
unpaid amounts, but not including amounts required for the payment of interest
accruing after the date of such declaration) and to file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for reasonable compensation to the Trustee, its
agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Trustee except as a result
of its negligence or willful misconduct) and of the holders of the Trust
Certificates allowed in such proceedings and to collect and receive any moneys
or other property payable or deliverable on any such claims, and to distribute
all amounts received with respect to the claims of the holders of the Trust
Certificates and of the Trustee on their behalf; and any receiver, assignee or
trustee in bankruptcy or reorganization is hereby authorized by each of the
holders of the Trust Certificates to make payments to the Trustee, and, in the
event that the Trustee shall consent to the making of payments directly to the
holders of the Trust Certificates, to pay to the Trustee such amount as shall
be sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or willful
misconduct.

All rights of action and to assert claims under this Agreement, or
under any of the Trust Certificates, may be enforced by the Trustee without the
possession of any of the Trust Certificates or the production thereof on any
trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Trust Certificates. In any proceedings brought by the
Trustee (and also any proceedings involving the interpretation of any provision
of this Agreement to which the Trustee shall be a

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<PAGE> 29
party) the Trustee shall be held to represent all the holders of the Trust
Certificates, and it shall not be necessary to make any holders of the Trust
Certificates parties to such proceedings.

SECTION 5.02. Remedies. In case of the happening and continuance
of any Event of Default, the Trustee may by its agents enter upon the premises
of the Company and any of its Affiliates or lessees (or other person having
acquired the use of the Trust Equipment) where any of the Trust Equipment may
be and take possession of all or any part of the Trust Equipment and withdraw
the same from said premises, retaining all payments which up to that time may
have been made for the Trust Equipment and otherwise, and shall be entitled to
collect, receive and retain all unpaid per diem, mileage or other charges of
any kind earned by the Trust Equipment or any part thereof, and may lease or
otherwise contract for the use of the Trust Equipment or any part thereof, or
with or without retaking possession thereof (but only after declaring due and
payable the entire amount payable by the Company and the principal of all the
then outstanding Trust Certificates, as provided in Section 5.01) may sell the
same or any part thereof, free from any and all claims of the Company at law or
in equity in one lot and as an entirety or in separate lots, at public or
private sale, for cash or upon credit, in its discretion, and may proceed
otherwise to enforce its rights and the rights of the holders of then
outstanding Trust Certificates, all subject to any mandatory requirements of
law applicable thereto. Upon any such sale, the Trustee itself may bid for the
property offered for sale or any part thereof. Any such sale may be held or
conducted at such place and at such time as the Trustee may specify, or as may
be required by law, and without gathering at the place of sale the Trust
Equipment to be sold, and in general in such manner as the Trustee may
determine, but so that the Company may and shall have a reasonable opportunity
to bid at any such sale. Upon such taking possession or withdrawal or lease or
sale of the Trust Equipment, the Company shall cease to have any rights or
remedies in respect of the Trust Equipment hereunder, but all such rights and
remedies shall be deemed thenceforth to have been waived and surrendered by the
Company, and no payments theretofore made by the Company in respect of the
Trust Equipment or any of it shall give to the Company any legal or equitable
interest or title in or to the Trust Equipment or any of it or any cause or
right of action at law or in equity in respect of the Trust Equipment against
the Trustee or the holders of interests hereunder. No such taking possession,
withdrawal, lease or sale of the Trust Equipment by the Trustee shall be a bar
to the recovery by the Trustee from the Company of amounts then or thereafter
due and payable, or of principal, interest or premium in respect of the Trust
Certificates, and the Company shall be and remain liable for the same until
such sums have been realized as, with the proceeds of the lease or sale of the
Trust Equipment, shall be sufficient for the discharge and payment in full of
all the obligations of the Company under this Agreement.

SECTION 5.03. Application of Proceeds. If the Trustee shall
exercise any of the powers conferred upon it by Sections 5.01 and 5.02, all
payments made by the Company to the Trustee, and the proceeds of any judgment
collected from the Company by the Trustee, and the proceeds of every sale or
lease by the Trustee of any of the Trust Equipment, together with any other
sums which may then be held by the Trustee under any of the provisions hereof
(other than sums held in trust for the payment of specific Trust Certificates
or a part thereof, or interest or any premium thereon), shall be applied by the
Trustee to the payment, in the following order

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<PAGE> 30
of priority, (a) of all proper charges, expenses or advances made or incurred
by the Trustee in accordance with the provisions of this Agreement and (b) of
the interest then due, with interest on overdue interest at the Penalty Rate,
to the extent legally enforceable, and of the principal of all the outstanding
Trust Certificates, with interest thereon at the Penalty Rate, to the extent
legally enforceable, from the last preceding interest payment date, whether
such Trust Certificates shall have then matured by their terms or not, all such
payments to be pro rata and in full if such proceeds shall be sufficient, and
if not sufficient, then first to interest and then to principal.

SECTION 5.04. Waivers of Default. Prior to the declaration of the
acceleration of the maturity of the amounts due hereunder and of the maturity
of all the Trust Certificates as provided in Section 5.01, the holders of at
least 50% in aggregate unpaid principal amount of the Trust Certificates at the
time outstanding may on behalf of the holders of all the Trust Certificates
waive any past Default and its consequences, except a Default in the payment of
any installment of any amount then due and payable pursuant to Section 4.04 in
respect of the principal of, or interest on, the Trust Certificates, but no
such waiver shall extend to or affect any subsequent Default or impair any
right consequent thereon.

If at any time after the principal of all the Trust Certificates shall
have been declared and become due and payable or if at any time after the
entire amount of the payments required hereunder shall have been declared and
become due and payable, all as provided in Section 5.01, all arrears of amounts
payable under Section 4.04 (with interest at the Penalty Rate upon any overdue
installments, to the extent legally enforceable), the expenses and reasonable
compensation of the Trustee, together with all expenses of the trust occasioned
by Default, and all other sums which shall have become due and payable
hereunder shall be paid by Union pursuant to its guarantee endorsed on the
Trust Certificates before any sale or lease by the Trustee of any of the Trust
Equipment, and every other Default shall be made good or secured to the
satisfaction of the Trustee and the holders of the Trust Certificates, or
provision deemed by the Trustee to be adequate shall be made therefor, then,
and in every such case, the Trustee, if so requested by the holders of at least
66-2/3% in aggregate unpaid principal amount of the Trust Certificates then
outstanding according to their terms, shall by written notice to the Company
waive the Default by reason of which there shall have been such declaration or
declarations and the consequences of such Default, but no such waiver shall
extend to or affect any subsequent Default or impair any right consequent
thereon.

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<PAGE> 31
SECTION 5.05. Obligations of Company Not Affected by Remedies. No
retaking of possession of the Trust Equipment by the Trustee, or any
withdrawal, lease or sale thereof, nor any action or failure or omission to act
against the Company or in respect of the Trust Equipment, on the part of the
Trustee or on the part of the holder of any Trust Certificate, nor any delay or
indulgence granted to the Company by the Trustee or by any such holder, shall
affect the obligations of the Company hereunder or the obligations of the
Company under its guarantee endorsed on the Trust Certificates. The Company
hereby waives presentation and demand in respect of any of the Trust
Certificates and waive notice of presentation, of demand and of any Default in
the payment of the principal of and interest on the Trust Certificates.

SECTION 5.07. Trustee To Give Notice of Default. Promptly after
the occurrence thereof, the Trustee shall give to the registered holders of the
Trust Certificates notice of each Default hereunder known to any officer of the
Trustee assigned by it to perform corporate trust administration functions with
respect to this Agreement or any other lease, agreement, equipment trust
agreement or indenture to which the Company or Union is a party and in respect
of which the Trustee is also the trustee.

SECTION 5.09. Limitations on Suits by Holders of Trust
Certificates. No holder of any Trust Certificate shall have any right by
virtue or by availing of any provision of this Agreement to institute any
action or proceeding at law or in equity or in bankruptcy or otherwise, upon or
under or with respect to this Agreement, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless such holder previously
shall have given to the Trustee written notice of a Default and of the
continuance thereof, as herein provided, and unless also the holders of more
than 50% in aggregate principal amount of the Trust Certificates

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<PAGE> 32
then outstanding shall have made written request to the Trustee to institute
such action or proceeding in its own name as trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for 30 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action or proceeding and no
direction inconsistent with such written request shall have been given to the
Trustee pursuant to Section 5.08; and no one or more holders of Trust
Certificates shall have any right in any manner whatever to affect or prejudice
the rights of any other holder of Trust Certificates, or to obtain or seek to
obtain priority over any other such holder or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Trust Certificates. For the protection and
enforcement of the provisions of this Section, each and every holder of a Trust
Certificate and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

SECTION 5.10. Unconditional Right of Holders of Trust Certificates
To Sue for Principal and Interest. Notwithstanding any other provision in this
Agreement, the right of any holder of any Trust Certificate to receive payment
of the principal of, and interest on such Trust Certificate, on or after the
due date expressed in such Trust Certificate, or to institute suit for the
enforcement of any such payment on or after such date, shall not be impaired or
affected without the consent of such holder, except no such suit shall be
instituted if and to the extent that the institution or prosecution thereof or
the entry of judgment therein would, under applicable law, result in the
surrender, impairment, waiver or loss of the title reserved under this
Agreement upon any property subject hereto.

ARTICLE SIX

Additional Agreements by the Company

SECTION 6.01. Guarantee of Company. The Company guarantees that
the holder of each of the Trust Certificates shall receive the principal amount
thereof, in such coin or currency of the United States of America as, at the
time of payment, shall be legal tender for the payment of public and private
debts, when and as the same shall become due and payable, in accordance with
the provisions thereof or of this Agreement (and, if not so paid, with interest
thereon until paid at the Penalty Rate, to the extent legally enforceable), and
shall receive interest thereon in like money at the rate specified therein, at
the times and place and otherwise as expressed in the Trust Certificates and
this Agreement (and, if not so paid, with interest thereon until paid at the
Penalty Rate, to the extent legally enforceable); and the Company agrees

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<PAGE> 33
to endorse upon each of the Trust Certificates, at or before the issuance and
delivery thereof by the Trustee, its guarantee of the prompt payment of the
principal thereof and of the interest thereon, in substantially the form herein
set forth. Said guarantee so endorsed shall be signed in the name and on
behalf of the Company by the manual or facsimile signature of its President, a
Vice President or Treasurer. In case any officer of the Company whose
signature shall appear on said guarantee shall cease to be such officer before
the Trust Certificates shall have been issued and delivered by the Trustee, or
shall not have been acting in such capacity on the date of the Trust
Certificates, such guarantee shall nevertheless be as effective and binding
upon the Company as though the person who signed said guarantee had not ceased
to be or had then been such officer.

SECTION 6.04. Payment of Expenses; Recording. The Company agrees
to pay the expenses incident to the preparation and execution of the Trust
Certificates to be issued hereunder, or connected with the preparation,
execution, recording and filing of this Agreement and of any instruments
executed under the provisions hereof. The Company shall, promptly after the
execution and delivery of this Agreement (and prior to the delivery of any of
the Trust Equipment hereunder pursuant to Section 3.01 hereof) and each
supplement hereto, respectively, cause this Agreement and such supplement, as
the case may be, to be duly filed with the Surface Transportation Board of the
Department of Transportation in accordance with __ U.S.C. Section _____ and to
be duly deposited with the Registrar General of Canada pursuant to Section 90
of the Railway Act (Canada) and shall provide for publication of notice of such
deposit in The Canada Gazette in accordance with said Section 90. The Company
will from time to time reregister, refile and rerecord this Agreement and each
supplement hereto and do and perform any other act and will execute,
acknowledge, deliver, file, register and record any and all further

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<PAGE> 34
instruments required by the law of any jurisdiction in which use of the
Equipment is permitted by Section 4.09 hereof or reasonably requested by the
Trustee for the purpose of proper protection of the title of the Trustee and
the rights of the holders of the Trust Certificates and of fully carrying out
and effectuating this Agreement and the intent hereof; provided, however, that
the Company shall not be required to take any such action if (1) such action is
unduly burdensome and (2) after giving effect to the failure to take such
action, the Company has taken all action required by law so as to protect the
title of the Trustee to units of Trust Equipment having a Value of not less
than 90% of the aggregate Value of all the Trust Equipment.

Promptly after the execution and delivery of this Agreement and each
supplement hereto, the Company shall furnish to the Trustee an Opinion of
Counsel stating that, in the opinion of such counsel, this Agreement or such
supplement, as the case may be, has been properly recorded, filed and deposited
in compliance with the preceding paragraph of this Section and reciting the
details of such action and no other filing or recordation or refiling or
rerecordation or depositing or redepositing is necessary for the protection of
the rights of the Trustee in the United States of America, any State thereof or
the District of Columbia or for the protection of the rights of the Trustee in
Canada or any subdivision thereof so long as the Equipment is on tracks owned
by railway companies (as defined in the Railway Act (Canada)). The Company
shall furnish to the Trustee, not later than August 1 in each year, commencing
with the year ____, an Opinion of Counsel stating that, in the opinion of such
counsel, either (i) such action has been taken with respect to the recording,
filing, registering and depositing and rerecording, refiling, reregistering and
redepositing of this Agreement and each supplement hereto as is necessary to
comply with the preceding paragraph of this Section and reciting the details of
such action or (ii) no such action is necessary for such purpose. In rendering
any such opinion, such counsel may conclusively rely upon an Officers'
Certificate as to the location of the Trust Equipment.

ARTICLE SEVEN

Concerning the Holders of Trust Certificates

SECTION 7.02. Proof of Execution of Instruments and of Holding of
Trust Certificates. The execution of any instrument by a holder of Trust
Certificates or his agent or proxy may be proved by the certificate of any
notary public or other officer of any jurisdiction within the United States of
America or Canada authorized to take acknowledgments of deeds to

- 30 -
<PAGE> 35
be recorded in such jurisdiction that the person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to
such execution sworn to before any such notary or other such officer.

The ownership of Trust Certificates may be proved by the register of
such Trust Certificates or by a certificate of the registrar thereof.

SECTION 7.03. Trust Certificates Owned by Company. In determining
whether the holders of the requisite principal amount of the Trust Certificates
have concurred in any direction, request, consent, amendment or waiver under
this Agreement, Trust Certificates which are owned by the Company or Union or
by any other obligor on the Trust Certificates or by an Affiliate of the
Company or Union or any such other obligor shall be disregarded, except that
for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, request or consent, only Trust Certificates
which the Trustee actually knows are so owned shall be disregarded.

SECTION 7.05. Amendment or Waiver. Any provision of this Agreement
may be amended or waived with the written consent of the holders of not less
than 66-2/3% of the aggregate unpaid principal amount of the Trust Certificates
then outstanding; provided, however, that without the consent of the holders of
100% of the aggregate unpaid principal amount of Trust Certificates then
outstanding, no such amendment or waiver shall (1) change the amount of
principal, change the amount or dates of payment of installments of principal
or reduce the rate or extend the time of payment of interest with respect to
the Trust Certificates without the consent of the holders of each Trust
Certificate so affected, (2) reduce the amount of or extend the time of payment
of any amounts payable by the Company under this Agreement or release or
provide for the release of any of the Trust Equipment or any other property or
cash held by the Trustee in trust, otherwise than as expressly permitted by the
present terms of this Agreement, or (3) reduce the percentage of the aggregate
unpaid principal amount of Trust Certificates then outstanding, the holders of
which are required to approve any amendment or to effect any waiver.

- 31 -
<PAGE> 36
ARTICLE EIGHT

The Trustee

SECTION 8.01. Acceptance of Trust. The Trustee hereby accepts the
trust imposed upon it by this Agreement and agrees to perform the same as
herein expressed.

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

(a) prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred:

(c) the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the holders of more than 50% in aggregate
unpaid principal amount of the then outstanding Trust Certificates
relating to the time, method and place of conducting any proceeding
for any remedy

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<PAGE> 37
available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Agreement;

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

(g) the Trustee shall not be liable for any action taken
by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement.

SECTION 8.03. Application of Payments. The Trustee agrees to apply
the amounts received by it under Section 4.04(B) when and as the same shall be
received, and to the extent that such amounts shall be sufficient therefor, for
the purposes specified in Section 4.04(B). In the event that amounts received
by the Trustee under Sections 4.04(B)(3) or 4.04(B)(4) are not sufficient to
pay in full the interest or principal then due and owing on the Trust
Certificates, such amounts shall be applied by the Trustee pro rata to each of
the Trust Certificates first to interest and then to principal then due and
payable.

The Trustee shall not be required to undertake any act or duty in the
way of insuring, taking care of or taking possession of the Trust Equipment or
to undertake any other act or duty under this Agreement until fully indemnified
by the Company, by Union or by one or more of the holders of the Trust
Certificates against all liability and expenses; and the Trustee shall not be
responsible for the filing or recording or refiling or rerecording of this
Agreement or of any supplement hereto or statement of new numbers.

SECTION 8.04. Funds May be Held by Trustee; Investments. Any funds
at any time paid to or held by the Trustee hereunder until paid out by the
Trustee as herein provided may be carried by the Trustee on deposit with
itself, and the Trustee will not be obligated to pay interest on such funds.

- 33 -
<PAGE> 38
At any time, and from time to time, if at the time no Event of Default
shall have occurred and be continuing, the Trustee, on Request, shall invest
and reinvest Deposited Cash held by it or cash deposited with it pursuant to
Section 4.07 or Section 4.08 (hereinafter in this Section called "Replacement
Funds") in Investments, at such prices, not in excess of fair market value at
the time of investment, including any premium and accrued interest, as are set
forth in such Request, such Investments to be held by the Trustee in trust for
the benefit of the holders of the Trust Certificates.

The Trustee shall, on Request, or the Trustee may, in the event funds
are required for payment against delivery of Trust Equipment or for payment of
the principal of or interest on any Trust Certificate, or in the event of a
Default, sell such Investments, or any portion thereof, and restore to
Deposited Cash or Replacement Funds, as the case may be, the proceeds of any
such sale up to the amount paid for such Investments, including accrued
interest, or apply such proceeds to the payment of said principal and interest
if and to the extent such proceeds are needed therefor. The Trustee shall not
be deemed responsible for any loss resulting from the purchase and sale of such
Investments on Request unless such loss results from the misconduct or
negligence of the Trustee and upon demand of the Trustee the Company will
reimburse the Trustee for any such loss for which the Trustee is not
responsible.

The Trustee shall restore to Deposited Cash or Replacement Funds, as
the case may be, out of payments received by it for that purpose under the
provisions of Section 4.04(B)(1), an amount equal to any expenses reasonably
incurred in connection with any purchase or sale of Investments and also an
amount equal to any loss of principal incident to the sale or redemption of any
Investments for a sum less than the amount paid therefor, including accrued
interest.

The Trustee may perform its powers and duties with respect to the
delivery and acceptance of the Trust Equipment by or through such attorney,
agents and servants as it shall appoint, and shall be answerable only for its
own acts, negligence and willful defaults and not for the default or misconduct
of any attorney, agent or servant appointed by it in respect thereof with
reasonable care.

- 34 -
<PAGE> 39
The Trustee shall be entitled to receive payment of all of its
reasonable expenses and disbursements hereunder, including reasonable counsel
fees, and to receive reasonable compensation for all services rendered by it in
the execution of the trust hereby created, all of which shall be paid by the
Company.

The Trustee in its individual capacity may own, hold and dispose of
Trust Certificates.

SECTION 8.06. Resignation and Removal; Appointment of
Successor Trustee. (a) The Trustee may resign and be discharged of the trust
created by this Agreement by giving 30 days' written notice to the Company and
such resignation shall take effect upon the earlier of 30 days after the
delivery thereof to the Company or upon receipt by the Trustee of an instrument
of acceptance executed by a successor trustee as hereinafter provided in
Section 8.07.

(b) The Trustee may be removed at any time by an instrument in
writing signed by the holders of more than 50% in principal amount of the
Trust Certificates then outstanding, delivered to the Trustee and to the
Company.

(c) If at any time the Trustee shall resign or be removed or
otherwise become incapable of acting or, if at any time a vacancy shall occur
in the office of the Trustee for any other cause, a successor trustee may be
appointed by the holders of more than 50% of the aggregate principal amount of
the then outstanding Trust Certificates by an instrument in writing delivered
to the Company and the Trustee. Until a successor trustee shall be appointed
by the holders of Trust Certificates as herein authorized, the Company by an
instrument in writing executed by order of its Board of Directors shall appoint
a trustee to fill such vacancy. A successor trustee so appointed by the
Company shall immediately and without further act be superseded by a successor
trustee appointed by the holders of Trust Certificates in the manner provided
above. Every successor trustee appointed pursuant to this Section shall be a
national bank, or a bank or trust company organized and doing business under
the laws of the United States of America, any State or territory thereof or of
the District of Columbia, and having capital and surplus of not less than
$250,000,000, if there be such an institution willing, qualified and able to
accept the trust upon reasonable or customary terms.

- 35 -
<PAGE> 40
SECTION 8.07. Acceptance of Appointment by Successor Trustee. Any
successor trustee appointed as provided in Section 8.06 shall execute,
acknowledge and deliver to the Company and to its predecessor trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor trustee shall become effective and such successor
trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations of its predecessor hereunder,
with like effect as if originally named as Trustee herein; but, nevertheless,
on the written request of the Company or of the successor trustee, upon payment
of its charges then unpaid, the trustee ceasing to act shall execute and
deliver an instrument transferring to such successor trustee all the rights and
powers of the trustee so ceasing to act. Upon request of any such successor
trustee, the Company shall execute any and all instruments in writing for more
fully and certainly vesting in and confirming to such successor trustee all
such rights and powers. Any trustee ceasing to act shall, nevertheless, retain
a lien upon all property or funds held or collected by such trustee to secure
any amounts then due it pursuant to the provisions of Section 8.05.

SECTION 8.09. Return of Certain Moneys to Company.
Notwithstanding any provision of this Agreement, any moneys paid to the Trustee
which are applicable to the payment of the principal of or interest on any
Trust Certificates which remain unclaimed for two years after the day when such
moneys were due and payable shall then be repaid to the Company upon Request,
and the holders of such Trust Certificates shall thereafter be entitled to look
only to the Company for payment thereof and all liability of the Trustee with
respect to such moneys shall thereupon cease.

ARTICLE NINE

Miscellaneous

SECTION 9.02. No Recourse. No recourse under this Agreement, or
under the guarantees, endorsed on any Trust Certificate, shall be had against
any person, solely by reason

- 36 -
<PAGE> 41
of the fact that he is a stockholder, officer or director of the Company or
Union, as such, by the enforcement of any assessment or by any legal or
equitable proceeding, by virtue of any statute or otherwise; it being expressly
agreed that this Agreement and said guarantees are solely corporate
obligations, and that no personal liability whatever shall attach to or be
incurred by any person, solely by reason of the fact that he is a stockholder,
officer or director of the Company or Union, under or by reason of any of the
terms, agreements or conditions contained in this Agreement or in said
guarantees, or implied therefrom, and that any and all such personal liability,
either at common law or in equity, or by statute or constitution, is hereby
expressly waived as a condition of and consideration for the execution of this
Agreement and said guarantees.

SECTION 9.04. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been received by the
addressee on the date of actual receipt (if such date is a Business Date,
otherwise on the next Business Date), if transmitted by mail, telex, telecopy
(confirmed by hard copy) or similar transmission, or by hand, addressed as
follows: (a) in the case of the Company, 2001 Speers Road, Oakville, Ontario,
Canada L6J 5E1, facsimile: (905) 827-0800, marked to the attention of the
Controller, or such other address as may hereafter be furnished to the Trustee
in writing by the Company, (b) in the case of Union, 225 West Washington
Street, Chicago, Illinois 60606, facsimile: (312) 845-5305, marked to the
attention of its Treasurer, or such other address as may hereafter be furnished
to the Trustee in writing by Union, (c) in the case of the Trustee, the address
set forth in the definition of Corporate Trust Office in Section 1.01 or such
other address as may hereafter be furnished to the Company and Union in writing
by the Trustee, facsimile: (312)461-3525, and (d) in the case of any holder
of Trust Certificates, at its address shown on the registry books maintained by
the Trustee or at such other address as such holder may from time to time
furnish to the Trustee for such purpose. An affidavit by any person
representing or acting on behalf of the Company or the Trustee, as to such
mailing, having the registry receipt attached, shall be conclusive evidence of
the giving of such demand, notice or communication.

SECTION 9.05. Effect of Headings; Date Executed; and Governing Law.
(a) The Article and Section headings herein are for convenience only and shall
not affect the construction hereof.

(b) This Agreement shall be deemed to have been executed
on the date of the acknowledgment thereof by the officer of the Trustee who
signed it on behalf of the Trustee.

SECTION 9.06. Legal Holidays. In any case where any date for
payment of interest, date for payment of amounts payable under Section 4.04 or
date of maturity of any

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<PAGE> 42
installment of principal on the Trust Certificates shall not be a Business Day,
then, notwithstanding any other provision of this Agreement or the Trust
Certificates, payment need not be made on such date, but may be made on the
next succeeding Business Day with the same force and effect as if made on such
date for payment of interest, date for payment of amounts payable under Section
4.04 or date of maturity of any installment of principal on the Trust
Certificates, and if payment is made on such next succeeding Business Day no
interest shall accrue on the amount of such payment for the period from and
after such date for payment of interest, or for payment of such amounts or date
of maturity of any installment of principal on the Trust Certificates, as the
case may be, to and including such next succeeding Business Day.

- 38 -
<PAGE> 43
IN WITNESS WHEREOF, the Company and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized and their respective corporate seals, duly attested, to be hereunto
affixed on the day and year first above written.

Harris Trust and Savings Bank
Trustee

By _______________________________
Title

Attest:

__________________________
Authorized Officer PROCOR LIMITED

By _______________________________
Title

Attest:

__________________________
Secretary

By _______________________________
Title

Attest:

__________________________
Secretary

- 39 -
<PAGE> 44
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )

On this _____ day of ____, ____, before me personally appeared
_____________________________, to me personally known, who, being by me duly
sworn, says that such person is _______________________ of Harris Trust and
Savings Bank, and that said instrument was signed on behalf of said corporation
by authority of its Board of Directors and he acknowledged that the execution of
the foregoing instrument was the free act and deed of said corporation.

___________________________________
Notary Public

[Notarial Seal]

My commission expires: ___________________

- 40 -
<PAGE> 45
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )

On this _____ day of____, ____, before me personally appeared
___________________and ______________________, to me personally known, who,
being by me duly sworn, says that they are ______________________ and
______________________ of PROCOR LIMITED, and that said instrument was signed
on behalf of PROCOR LIMITED by authority of its Directors, and they
acknowledged that the execution of the foregoing instrument was the free act
and deed of PROCOR LIMITED.

___________________________________
Notary Public

[Notarial Seal]

My Commission expires: _____________________

- 41 -

<PAGE> 1
EXHIBIT 5(a)

January 8, 1997

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

Re: Shelf Registration of $400,000,000 of
Debt Securities and Pass Through Certificates

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. 333-17121), as amended
(the "Registration Statement"). The Registration Statement relates to the
public offering of up to $400,000,000 aggregate principal amount of debt
securities (the "Debt Securities") and pass through certificates (the "Pass
Through Certificates") that may be issued in one or more series from time to
time. Each series of Debt Securities will be issued under an Indenture to be
dated as of January 15, 1997 (as supplemented from time to time, the
"Indenture") between the Company and Harris Trust and Savings Bank, as Trustee.
Each series of Pass Through Certificates will be issued under a Pass Through
Trust Agreement to be dated as of January 15, 1997 (as supplemented from time
to time, the "Basic Agreement") among the Company, Procor and Harris Trust and
Savings Bank, as Trustee (the "Pass Through Trustee"), as supplemented by a
trust supplement relating to such series of Pass Through Certificates (each, a
"Trust Supplement").

As such counsel, we have examined the proposed form of the Indenture and
the Basic 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

<PAGE> 2

Union Tank Car Company
Page 2
January 8, 1997

photostatic copies. We have also assumed that the Indenture and the Basic
Agreement will, when executed and delivered, be substantially in the forms
submitted to us for examination and that the specific terms and provisions of
each series of Debt Securities and Pass Through Certificates will be approved
by or pursuant to appropriate action of the Board of Directors of the Company
and, if required, the Board of Directors of Procor.

Based upon and subject to the foregoing, it is our opinion that:

1. Subject to the approval of the specific terms and
provisions of each series of Debt Securities by appropriate action
of the Board of Directors of the Company, the Debt Securities will
have been duly authorized for issuance and, when the Debt
Securities are duly executed, authenticated, issued and delivered
and upon receipt of payment therefor, the Debt Securities will
constitute valid and legally binding obligations of the Company
entitled to the benefits of the Indenture, except as
enforceability may be limited by (a) applicable bankruptcy,
insolvency, moratorium, reorganization or other similar laws
relating to or affecting enforcement of creditors' rights
generally and (b) general principles of equity (regardless of
whether such enforceability is considered in a proceeding at law
or in equity).

2. Assuming the due authorization, execution and delivery by
the Pass Through Trustee of the Basic Agreement and the Trust
Supplement relating to each series of Pass Through Certificates
and the due authorization, execution, issuance, authentication and
delivery of each series of Pass Through Certificates by the Pass
Through Trustee in accordance with the terms of the Basic
Agreement and the Trust Supplement relating to each such series,
each series of Pass Through Certificates will constitute valid and
binding obligations of the Pass Through Trustee (to the extent set
forth in the Basic Agreement and the Trust Supplement relating to
such series) entitling the holders thereof to the benefits of the
Basic Agreement and the Trust Supplement relating to such series,
except as enforceability may be limited by (a) applicable
bankruptcy, insolvency, moratorium, reorganization or other
similar laws relating to or affecting enforcement of creditors'
rights generally and (b) general principles of

<PAGE> 3
Union Tank Car Company
Page 3
January 8, 1997

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,
the Delaware General Corporation Law 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 references to our firm under the caption
"Legal Opinions" in the Prospectuses that constitute a part of the Registration
Statement.

Very truly yours,

/s/ Neal, Gerber & Eisenberg

NEAL, GERBER & EISENBERG

<PAGE> 1
EXHIBIT 5(b)

[HARRIS TRUST AND SAVINGS BANK LETTERHEAD]

January 8, 1997

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

Re: Union Tank Car Company Pass Through Certificates (the "Certificates")

Ladies and Gentlemen:

We are the internal legal counsel for Harris Trust and Savings Bank (the
"Trustee"), and give the opinion stated below in connection with (i) the Pass
Through Trust Agreement to be dated as of January 15, 1997 (the "Pass Through
Trust Agreement") by and among the Trustee, Union Tank Car Company (the
"Company") and Procor Limited ("Procor") and (ii) the Certificates to be issued
under the Pass Through Trust Agreement from time to time. Capitalized terms
used and not defined herein shall have the meanings assigned to them in the Pass
Through Trust Agreement.

In connection with the opinion expressed below, we have relied upon the
representations and warranties contained in the Pass Through Trust Agreement
(other than those of the Trustee), and we have relied upon originals or
certified copies of such documents, certificates and other statements as we have
deemed relevant and necessary as a basis for such opinion, and we have not
attempted to independently verify or establish the factual matters set forth
therein. We have also assumed the genuineness of all signatures by or on behalf
of all parties to the documents referenced in this opinion (other than those of
the Trustee), the legal capacity of natural persons to deliver the certificates
or documents referred to herein (other than those of the Trustee), the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as certified,
conformed or photostatic copies.
<PAGE> 2
January 8, 1997
Page 2

Based on the foregoing, it is our opinion that:

(1) The Trustee is a duly created and lawfully existing banking
corporation created and existing under the laws of Illinois and has
full power to execute and deliver the Pass Through Trust Agreement.

(2) The Trustee has duly authorized the execution and delivery of the Pass
Through Trust Agreement and the Certificates and assuming due
authorization, execution and delivery of the Pass Through Trust
Agreement by the Company and Procor, constitute the valid, legal and
binding obligations of the Trustee enforceable in accordance with its
terms except as enforceability may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights in general and by general principles
of equity (regardless of whether such enforcement is considered in a
proceeding in equity or at law).

(3) Upon the due execution, authentication, issuance and delivery thereof
in accordance with the requirements of the Pass Through Trust
Agreement, the Certificates will have been duly and validly issued
pursuant to the terms of the Pass Through Trust Agreement.

(4) Neither the execution nor delivery by the Trustee of the Pass Through
Trust Agreement nor the consummation of the transactions by the
Trustee 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 the Trustee.

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 foregoing opinion, no opinion is
expressed as to matters relating to the laws of any jurisdiction other than the
law of the State of Illinois and the Federal laws of the United States, 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.

Subject to the terms of the following paragraph, we hereby consent to the
filing of this opinion as an Exhibit to the Registration Statement of the
Company pursuant to which the Certificates are being registered under the
Securities Act of 1933 and to the reference to the Law Department of Harris
Trust and Savings Bank under the caption "Legal Opinions" in the Registration
Statement.
<PAGE> 3
January 8, 1997
Page 3

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

Respectfully submitted,

Harris Trust and Savings Bank
Law Department

<PAGE> 1
EXHIBIT 8(a)

January 8, 1997

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

Re: Shelf Registration of $400,000,000 of
Debt Securities and Pass Through Certificates

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, of a Registration
Statement on Form S-3 (Registration No. 333-17121), as amended (the
"Registration Statement"). The Registration Statement relates to the public
offering of up to $400,000,000 aggregate principal amount of debt securities
and pass through certificates (the "Pass Through Certificates") that may be
issued in one or more series from time to time. Each series of Pass Through
Certificates will be issued under a Pass Through Trust Agreement to be dated as
of January 15, 1997 (as supplemented from time to time, the "Basic Agreement")
among the Company, Procor and Harris Trust and Savings Bank, as Trustee (the
"Pass Through Trustee"), as supplemented by a trust supplement relating to such
series of Pass Through Certificates.

In rendering this opinion, we have relied upon the Internal Revenue Code
of 1986, as amended, legislative history, Treasury regulations, judicial
authorities, published positions of the Internal Revenue Service and such other
authorities as we have considered relevant, all as in effect on the date hereof
and all of which are subject to change, which change may be retroactive, or
different interpretations, which interpretations may have retroactive
application. This opinion is subject to the explanations and qualifications
set forth under the captions "Material Federal Income Tax Consequences" and
"Certain Illinois Taxes" in the Prospectus relating to the Pass Through
Certificates which constitutes a part of the Registration Statement.

<PAGE> 2

Union Tank Car Company
January 8, 1997
Page 2

On the basis of and subject to the foregoing, we are of the opinion that
the discussions in the Prospectus relating to the Pass Through Certificates
under the captions "Material 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 under the captions
"Material Federal Income Tax Consequences" and "Certain Illinois Taxes" in the
Prospectus relating to the Pass Through Certificates that constitutes a part of
the Registration Statement.

Very truly yours,

/s/ Neal, Gerber & Eisenberg

NEAL, GERBER & EISENBERG

<PAGE> 1
[OSLER, HOSKIN & HARCOURT LETTERHEAD]

EXHIBIT 8(b)

January 9, 1997

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: January 1997 Shelf Prospectus
for Pass Through Certificates

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. 333-17121), as amended (the
"Registration Statement"). The Registration Statement relates to up to
U.S. $400,000,000 aggregate principal amount of Pass Through Certificates to be
offered for sale in one or more series and issued from time to time pursuant to
the prospectus forming part of the Registration Statement and future
supplements thereto and under:

(i) the Pass Through Trust Agreement, dated as of January 15, 1997,
among the Company, Procor and Harris Trust and Savings Bank, a
United States national banking association, as trustee
("Harris") (the "Basic Agreement"); and

(ii) future supplements to the Pass Through Trust Agreement among
the Company, Procor and Harris, as trustee.
<PAGE> 2
[OSLER, HOSKIN & HARCOURT LETTERHEAD]

Page 2

Capitalized terms used but not defined in this opinion have the meanings
ascribed thereto in the Registration Statement.

As such counsel, we have examined and relied as to matters of fact upon
originals or copies certified or otherwise identified to our satisfaction, of
such records, documents, certificates and other instruments as in our judgment
are necessary or appropriate to enable us to render the opinions expressed
below. In such examinations, we have assumed the legal capacity of all
individuals, the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity to authentic original
documents of all documents submitted to us as certified, conformed, facsimile
or photostatic copies.

We note that as no Pass Through Certificates are being offered for sale as of
the date hereof and as any such offer will require a Trust Supplement and a
Prospectus Supplement to be entered into, it will be necessary to consider the
implications of such Supplements and the applicable Canadian federal income tax
considerations at the time of each such offer to confirm the material Canadian
federal income tax consequences of the offer.

The following is, as of the date hereof, our opinion with respect to the
material Canadian federal income tax consequences to a Certificate Owner of the
purchase of a Pass Through Certificate pursuant to the Prospectus and any
applicable Prospectus Supplement where the property of the Trust includes a
Procor ETC and where at all relevant times for purposes of the Income Tax Act
(Canada) (the "Tax Act") the Pass Through Trustee, the Equipment Trustee in
respect of the Procor ETC and the Certificate Owner are not, and are not deemed
to be, resident in Canada and deal at arm's length with Procor (within the
meaning of the Tax Act). 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.

Our opinion is based on the current provisions of the Tax Act and the
regulations thereunder, our understanding of the current published
administrative practices of 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. Our opinion 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. Additional Canadian federal income tax considerations may be
described in any applicable Prospectus Supplement.
<PAGE> 3
[OSLER, HOSKIN & HARCOURT LETTERHEAD]

Page 3

Our opinion 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.

It is our opinion that provided that (a) none of the interest paid on the
unpaid principal of a Procor ETC is contingent or dependent on the use of or
production from property in Canada or is computed by reference to revenue,
profit, cash, commodity price or any other similar criterion or by reference to
dividends paid or payable to shareholders of any class of shares of the capital
stock of a corporation, and (b) the Procor ETC is issued in circumstances
whereby Procor may not under any circumstances be obliged to pay more than 25%
of the principal amount of the single debt issue that includes the particular
Procor ETC within five years from the date of issue of the last obligation of
the single debt issue (except in the event of failure or default under the
terms of the obligations, or if the terms of the obligations or any agreement
relating thereto become unlawful or have changed by virtue of legislation or by
a court, statutory board or commission, or if they are convertible into certain
securities) the payment of the unpaid principal amount of, and interest on the
unpaid principal amount of, a Procor ETC by Procor to a Pass Through Trustee
and the payment of the unpaid principal amount of, and interest on the unpaid
principal amount of, a Pass Through Certificate by a Pass Through Trustee to a
Certificate Owner, will be exempt from Canadian non-resident withholding tax.

It is our opinion that provided the Pass Through Trustee, the Equipment
Trustee and the Certificate Owner do not use or hold, and are not deemed to use
or hold, the Procor ETC, the conditional sales agreements in respect of the
Procor ETC, and the Pass Through Certificate, as the case may be, in carrying
on business in Canada for purposes of the Tax Act, and in the case of a
Certificate Owner who carries on an insurance business in Canada and elsewhere
the Certificate Owner establishes at the relevant time that the Pass Through
Certificate is not effectively connected with such insurance business in
Canada, no other taxes on income (including taxable capital gains) will be
payable under the Tax Act in respect of the holding or disposition of, or the
receipt of interest on the unpaid principal of, a Procor ETC by the Pass
Through Trustee and the holding or disposition of, or the receipt of interest
on the unpaid principal of, a Pass Through Certificate by a Certificate Owner.
<PAGE> 4
[OSLER, HOSKIN & HARCOURT LETTERHEAD]

Page 4

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our firm relating to the Pass
Through Certificates under the caption "Material Canadian Tax Consequences" in
the prospectus constituting a part of the Registration Statement.

Yours very truly,

OSLER, HOSKIN & HARCOURT

<PAGE> 1
EXHIBIT 23(a)

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-17121) and
related Prospectus of Union Tank Car Company for the registration of
$400,000,000 of debt securities, 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/A) for the year ended December 31, 1995, filed with the Securities and
Exchange Commission.

ERNST & YOUNG LLP

Chicago, Illinois
January 8, 1997

<PAGE> 1
EXHIBIT 25(a)

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) _______________

HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)

Illinois 36-1194448
(I.R.S. Employer
(State of Incorporation) Identification No.)

111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)

Daniel G. Donovan, Harris Trust and Savings Bank,
111 West Monroe Street, Chicago, Illinois, 60603
312-461-2908
(Name, address and telephone number for agent for service)

UNION TANK CAR COMPANY
(Name of Obligor)

Delaware 36-3104688
(I.R.S. Employer
(State of Incorporation) Identification No.)

225 West Washington Street
Chicago, Illinois 60606
(Address of principal executive offices)

Pass Through Certificates
(Title of indenture securities)

<PAGE> 2

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.

Commissioner of Banks and Trust Companies, State of Illinois,
Springfield, Illinois; Chicago Clearing House Association, 164
West Jackson Boulevard, Chicago, Illinois; 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.

Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.

2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.

The Obligor is not an affiliate of the Trustee.

3. thru 15.

NO RESPONSE NECESSARY

16. LIST OF EXHIBITS.

1. A copy of the articles of association of the Trustee as now in effect
which includes the authority of the trustee to commence business and
to exercise corporate trust powers.

A copy of the Certificate of Merger dated April 1, 1972 between Harris
Trust and Savings Bank, HTS Bank and Harris Bankcorp, Inc. which
constitutes the articles of association of the Trustee as now in
effect and includes the authority of the Trustee to commence business
and to exercise corporate trust powers was filed in connection with
the Registration Statement of Louisville Gas and Electric Company,
File No. 2-44295, and is incorporated herein by reference.

2. A copy of the existing by-laws of the Trustee.

A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of C-Cube Microsystems, Inc., File No.
33-97166, and is incorporated herein by reference.

3. The consents of the Trustee required by Section 321(b) of the Act.

(included as Exhibit A on page 2 of this statement)

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

(included as Exhibit B on page 3 of this statement)

<PAGE> 3

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
HARRIS TRUST AND SAVINGS BANK, a corporation organized and existing under the
laws of the State of Illinois, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Chicago, and State of Illinois, on the 7th day of January, 1997.

HARRIS TRUST AND SAVINGS BANK

By: /s/ D. G. Donovan
----------------------------
D. G. Donovan
Assistant Vice President

EXHIBIT A

The consents of the Trustee required by Section 321(b) of the Act.

Harris Trust and Savings Bank, as the Trustee herein named, hereby consents
that reports of examinations of said trustee by Federal and State authorities
may be furnished by such authorities to the Securities and Exchange Commission
upon request therefor.

HARRIS TRUST AND SAVINGS BANK

By: /s/ D. G. Donovan
------------------------
D.G. Donovan
Assistant Vice President

<PAGE> 4

EXHIBIT B

Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of September 30, 1996, as published in accordance
with a call made by the State Banking Authority and by the Federal Reserve Bank
of the Seventh Reserve District.

[LOGO] HARRIS BANK

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

of Chicago, Illinois, And Foreign and Domestic Subsidiaries, at the close of
business on September 30, 1996, a state banking institution organized and
operating under the banking laws of this State and a member of the Federal
Reserve System. Published in accordance with a call made by the Commissioner
of Banks and Trust Companies of the State of Illinois and by the Federal
Reserve Bank of this District.

Bank's Transit Number 71000288

<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin.......................... $1,751,494
Interest bearing balances.................................................... $839,856
Securities:..........................................................................
a. Held-to-maturity securities $0
b. Available-for-sale securities $3,137,919
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBF's:
Federal funds sold........................................................... $478,625
Securities purchased under agreements to
resell.............................. $0
Loans and lease financing receivables:
Loans and leases, net of unearned income..................................... $7,897,067
LESS: Allowance for loan and lease
losses........................................... $ 108,949
----------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b)......................................................... $7,788,118
Assets held in trading accounts...................................................... $74,302
Premises and fixed assets (including capitalized leases)............................. $172,267
Other real estate owned.............................................................. $142
Investments in unconsolidated subsidiaries and associated companies.................. $60
Customer's liability to this bank on acceptances outstanding......................... $100,950
Intangible assets.................................................................... $299,478
Other assets......................................................................... $563,022
-----------
TOTAL ASSETS $15,206,233
===========
</TABLE>

<PAGE> 5

<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits:
In domestic offices............................................................... $ 8,013,146
Non-interest bearing.......................................................... $3,248,897
Interest bearing.............................................................. $4,764,249
In foreign offices, Edge and Agreement subsidiaries, and IBF's.................... $ 2,055,520
Non-interest bearing.......................................................... $ 32,775
Interest bearing.............................................................. $2,022,745
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 IBF's:
Federal funds purchased........................................................... $ 886,457
Securities sold under agreements to repurchase.................................... $ 1,841,475
Trading Liabilities $ 40,157
Other borrowed money:.................................................................
a. With remaining maturity of one year or less $ 606,331
b. With remaining maturity of more than one year $ 9,434
Bank's liability on acceptances executed and outstanding $ 100,950
Subordinated notes and debentures..................................................... $ 310,000
Other liabilities..................................................................... $ 186,408
-------------------------
TOTAL LIABILITIES $14,049,878
=========================

EQUITY CAPITAL
Common stock.......................................................................... $ 100,000
Surplus............................................................................... $ 600,295
a. Undivided profits and capital reserves............................................ $ 486,054
b. Net unrealized holding gains (losses) on available-for-sale securities $ (29,994)
-------------------------
TOTAL EQUITY CAPITAL $ 1,156,355
=========================

Total liabilities, limited-life preferred stock, and equity capital................... $15,206,233
=========================

</TABLE>

I, Steve Neudecker, Vice President of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with
the instructions issued by the Board of Governors of the Federal Reserve
System and is true to the best of my knowledge and belief.

STEVE NEUDECKER
10/30/96

We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and, to the best of
our knowledge and belief, has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System
and the Commissioner of Banks and Trust Companies of the State of Illinois and
is true and correct.

EDWARD W. LYMAN,
ALAN G. McNALLY,
MARIBETH S. RAHE
Directors.
4

<PAGE> 1

EXHIBIT 25(b)

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) _______________

HARRIS TRUST AND SAVINGS BANK
(Name of Trustee)

Illinois 36-1194448
(I.R.S. Employer
(State of Incorporation) Identification No.)

111 West Monroe Street, Chicago, Illinois 60603
(Address of principal executive offices)

Daniel G. Donovan, Harris Trust and Savings Bank,
111 West Monroe Street, Chicago, Illinois, 60603
312-461-2908
(Name, address and telephone number for agent for service)

UNION TANK CAR COMPANY
(Name of Obligor)

Delaware 36-3104688
(I.R.S. Employer
(State of Incorporation) Identification No.)

225 West Washington Street
Chicago, Illinois 60606
(Address of principal executive offices)

Debt Securities
(Title of indenture securities)

<PAGE> 2

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.

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

Harris Trust and Savings Bank is authorized to exercise corporate
trust powers.

2. AFFILIATIONS WITH OBLIGOR. If the Obligor is an affiliate of the Trustee,
describe each such affiliation.

The Obligor is not an affiliate of the Trustee.

3. thru 15.

NO RESPONSE NECESSARY

16. LIST OF EXHIBITS.

1. A copy of the articles of association of the Trustee as now in effect
which includes the authority of the trustee to commence business and
to exercise corporate trust powers.

2. A copy of the existing by-laws of the Trustee.

A copy of the existing by-laws of the Trustee was filed in connection
with the Registration Statement of C-Cube Microsystems, Inc., File No.
33-97166, and is incorporated herein by reference.

3. The consents of the Trustee required by Section 321(b) of the
Act.

(included as Exhibit A on page 2 of this statement)

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

(included as Exhibit B on page 3 of this statement)

<PAGE> 3

SIGNATURE

HARRIS TRUST AND SAVINGS BANK

By: /s/ D. G. Donovan
------------------------------
D. G. Donovan
Assistant Vice President

EXHIBIT A

The consents of the Trustee required by Section 321(b) of the Act.

HARRIS TRUST AND SAVINGS BANK

By: /s/ D. G. Donovan
------------------------
D.G. Donovan
Assistant Vice President

<PAGE> 4

EXHIBIT B

Attached is a true and correct copy of the statement of condition of Harris
Trust and Savings Bank as of
September 30, 1996, as published in accordance with a call made by the State
Banking Authority and by the Federal Reserve Bank of the Seventh Reserve
District.

[LOGO] HARRIS BANK

Harris Trust and Savings Bank
111 West Monroe Street
Chicago, Illinois 60603

Bank's Transit Number 71000288

<TABLE>
<CAPTION>
THOUSANDS
ASSETS OF DOLLARS
<S> <C> <C>
Cash and balances due from depository institutions:
Non-interest bearing balances and currency and coin....................... $1,751,494
Interest bearing balances................................................. $ 839,856
Securities:.......................................................................
a. Held-to-maturity securities $ 0
b. Available-for-sale securities $3,137,919
Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement
subsidiaries, and in IBF's:
Federal funds sold........................................................ $ 478,625
Securities purchased under agreements to
resell............................................. $ 0
Loans and lease financing receivables:
Loans and leases, net of unearned income.................................. $7,897,067
LESS: Allowance for loan and lease
losses.................................................. $ 108,949
----------
Loans and leases, net of unearned income, allowance, and reserve
(item 4.a minus 4.b)...................................................... $ 7,788,118
Assets held in trading accounts................................................... $ 74,302
Premises and fixed assets (including capitalized leases).......................... $ 172,267
Other real estate owned........................................................... $ 142
Investments in unconsolidated subsidiaries and associated companies............... $ 60
Customer's liability to this bank on acceptances outstanding...................... $ 100,950
Intangible assets................................................................. $ 299,478
Other assets...................................................................... $ 563,022
-----------
TOTAL ASSETS $15,206,233
===========
</TABLE>

3
<PAGE> 5

<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits:
In domestic offices............................................................... $ 8,013,146
Non-interest bearing.......................................................... $3,248,897
Interest bearing.............................................................. $4,764,249
In foreign offices, Edge and Agreement subsidiaries, and IBF's.................... $ 2,055,520
Non-interest bearing.......................................................... $ 32,775
Interest bearing.............................................................. $2,022,745
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 IBF's:
Federal funds purchased....................................................... $ 886,457
Securities sold under agreements to repurchase................................ $ 1,841,475
Trading Liabilities $ 40,157
Other borrowed money:.................................................................
a. With remaining maturity of one year or less $ 606,331
b. With remaining maturity of more than one year $ 9,434
Bank's liability on acceptances executed and outstanding $ 100,950
Subordinated notes and debentures..................................................... $ 310,000
Other liabilities..................................................................... $ 186,408
------------------------------

TOTAL LIABILITIES $14,049,878
==============================

EQUITY CAPITAL
Common stock.......................................................................... $ 100,000
Surplus............................................................................... $ 600,295
a. Undivided profits and capital reserves............................................ $ 486,054
b. Net unrealized holding gains (losses) on available-for-sale securities $ (29,994)
------------------------------
TOTAL EQUITY CAPITAL $ 1,156,355
------------------------------
Total liabilities, limited-life preferred stock, and equity capital................... $15,206,233
==============================
</TABLE>

STEVE NEUDECKER
10/30/96

EDWARD W. LYMAN,
ALAN G. McNALLY,
MARIBETH S. RAHE
Directors.
4