GENERAL AMERICAN TRANSPORTATION CORP /NY/, 8-K, 1996-08-26

GENERAL AMERICAN TRANSPORTATION CORP /NY/
8-K, 1996-08-26
TRANSPORTATION SERVICES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported) August 22, 1996

GENERAL AMERICAN TRANSPORTATION CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
New York 2-54754 36-2827991
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
500 West Monroe Street, Chicago, Illinois 60661
(Address of principal executive offices) (Zip Code)
</TABLE>

Registrant's telephone number, including area code (312) 621-6200

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ITEM 7. (FINANCIAL STATEMENTS AND EXHIBITS)

The following documents are being filed in connection with, and
incorporated by reference into, the Registration Statement on Form S-3 (File No.
33-64697) of General American Transportation Corporation ("GATC"), declared
effective on December 7, 1995.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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<S> <C> <C>
1 -- Form of Underwriting Agreement between GATC and the Underwriters named therein.
4.1 -- Form of Pass Through Trust Supplement No. 6 between GATC and the Pass Through
Trustee relating to the Series 1996-1A Pass Through Certificates.
4.2 -- Form of Pass Through Trust Supplement No. 7 between GATC and the Pass Through
Trustee relating to the Series 1996-1B Pass Through Certificates.
4.3 -- Form of Trust Indenture and Security Agreement between the Owner Trustee and the
Indenture Trustee relating to the Equipment Notes.
4.4 -- Form of Equipment Note to be issued by the Owner Trustee (included in Exhibit 4.3).
4.5 -- Form of Participation Agreement among GATC, the Owner Trustee, the Owner
Participant, the Indenture Trustee and the Pass Through Trustee.
4.6 -- Form of Equipment Lease Agreement between GATC and the Owner Trustee relating to
the Equipment Notes.
4.7 -- Form of Trust Agreement between the Owner Trustee and the Owner Participant.
</TABLE>

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SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED.

GENERAL AMERICAN
TRANSPORTATION CORPORATION

August 22, 1996

By: /S/ BRIAN A. KENNEY
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Exhibit 1

$106,835,000

GENERAL AMERICAN TRANSPORTATION CORPORATION

7.50% PASS THROUGH CERTIFICATES, SERIES 1996-1A
7.86% PASS THROUGH CERTIFICATES, SERIES 1996-1B

UNDERWRITING AGREEMENT

AUGUST 22, 1996

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August 22, 1996

Morgan Stanley & Co.
Incorporated
Salomon Brothers Inc
c/o Morgan Stanley & Co.
Incorporated
1585 Broadway
New York, New York 10036

Dear Sirs:

General American Transportation Corporation, a New York
corporation (the "Company"), in connection with the financing of certain rail
equipment, proposes that The First National Bank of Chicago, as trustee (the
"Pass Through Trustee") of the GATC 1996-1 Pass Through Trusts (the "Pass
Through Trusts"), established pursuant to the Pass Through Trust Agreement,
dated as of August 1, 1992 (the "Pass Through Trust Agreement"), and two
separate Pass Through Trust Supplements, each dated as of August 28, 1996 (each
a "Pass Through Trust Supplement" and collectively, the "Pass Through Trust
Supplements"), each between the Pass Through Trustee and the Company, issue and
sell $106,835,000 aggregate principal amount of Pass Through Certificates,
Series 1996-1 (the "Offered Certificates"), consisting of the aggregate
principal amount of Offered Certificates with the interest rates and final
distribution dates set forth on Schedule A hereto, to you, as Underwriters (the
"Underwriters").

All capitalized terms used in this Agreement and not otherwise
defined herein shall have the meanings specified in the Pass Through Trust
Agreement, or, if not so defined therein, the meanings specified in the
Indentures referred to in such Pass Through Trust Agreement.

The Company hereby agrees to cause the Pass Through Trustee to
sell to the several Underwriters, and the Underwriters, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agree severally and not jointly, to purchase from the Pass
Through Trustee, the respective principal amount of the Offered Certificates
set forth in Schedule I hereto opposite their names at 100% of their principal
amount (the "purchase price") plus accrued interest, if any, from August 28,
1996 to the date of payment and delivery.

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II.

The Company represents and warrants to and agrees with each of
the Underwriters that:

(a) The Company meets the requirements for use of Form
S-3 under the Securities Act of 1933, as amended (the "Securities
Act"), and has prepared and filed on such Form with the Securities and
Exchange Commission (the "Commission") a registration statement (File
No. 33-64697) (as amended at the date hereof, including the exhibits
thereto and the documents incorporated by reference therein, the
"Registration Statement") relating to certain pass through
certificates (including the Offered Certificates) and the offering
thereof from time to time in accordance with Rule 415 under the
Securities Act. The Registration Statement includes a basic
prospectus referred to below which, as supplemented from time to time,
will be used in connection with all offerings of such pass through
certificates. The Registration Statement has been declared effective
by the Commission. As provided in Article VI, a prospectus supplement
reflecting the terms of the Offered Certificates, the terms of the
offering thereof and the other matters set forth therein has been
prepared and will be filed together with the basic prospectus referred
to below pursuant to Rule 424 under the Securities Act (such
prospectus supplement, in the form first filed on or after the date
hereof pursuant to Rule 424, is herein referred to as the "Prospectus
Supplement"). The basic prospectus included in the Registration
Statement and relating to all offerings of pass through certificates
under the Registration Statement, as supplemented by the Prospectus
Supplement, is herein called the "Prospectus," except that, if such
basic prospectus is amended on or prior to the date on which the
Prospectus Supplement is first filed pursuant to Rule 424, the term
"Prospectus" shall refer to such basic prospectus as so amended and as
supplemented by the Prospectus Supplement, in either case including
the documents filed by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
are incorporated by reference therein. Any reference herein to the
terms "amendment" or "supplement" with respect to the Registration
Statement, to the Prospectus or to any preliminary prospectus shall be
deemed to refer to and include any documents filed with the Commission
under the Exchange Act after the date hereof, the date the Prospectus
is filed with the Commission, or the date of such preliminary
prospectus, as the case may be, and incorporated therein by reference
pursuant to Item 12 of Form S-3 under the Securities Act.

(b) On the original effective date of the Registration
Statement, on the effective date of any post-effective amendment
thereto, on the date of the filing by the Company of any Annual Report
on Form 10-K after the original filing of

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such Registration Statement, on the date of the filing by the Company
of any Quarterly Report on Form 10-Q after the original filing of such
Registration Statement, and on the date hereof, such Registration
Statement complied in all material respects with the applicable
requirements of the Securities Act and the rules and regulations of
the Commission thereunder (the "Securities Act Regulations"), and the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
and the applicable rules and regulations of the Commission thereunder
(the "Trust Indenture Act Regulations") and did not include an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; the Registration Statement and any amendments thereof, on
the date hereof, and the Prospectus, and any amendments thereof and
supplements thereto, as of their respective filing or issue dates and
at the Closing Date (as defined below), comply and will comply in all
material respects with the requirements of the Securities Act, the
Securities Act Regulations, the Trust Indenture Act and the Trust
Indenture Act Regulations; and the Prospectus, and any amendments
thereof and supplements thereto, as of their respective filing or
issue dates, on the date hereof and at the Closing Date (as defined
below), did not include or will not include an untrue statement of a
material fact or omit or will omit to state any material fact
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; except that
this representation and warranty does not apply to statements or
omissions made in reliance upon and in conformity with information
relating to any Underwriter furnished in writing to the Company in
connection with the Registration Statement or the Prospectus or any
amendment or supplement thereto by such Underwriter through you or on
your behalf expressly for use in the Registration Statement or the
Prospectus, or to statements or omissions in that part of the
Registration Statement which constitutes the Statement of Eligibility
under the Trust Indenture Act (Form T-1) of the Trustee.

(c) The statements in the Prospectus describing (i) the
Offered Certificates, (ii) the Operative Agreements and (iii) the
terms of the offering, insofar as such statements constitute a summary
of the legal matters, documents or proceedings referred to therein,
fairly summarize the information referred to therein.

(d) The Company has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State
of New York, it has the corporate power and authority under such laws
to own, lease and operate its properties and conduct its business as
described in the Prospectus and to enter into and perform its
obligations under this Agreement, the Pass Through Trust Agreement and
each of the Operative

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Agreements to which it is a party; and it is duly qualified to
transact business as a foreign corporation and is in good standing in
each jurisdiction in which the conduct of its business or the
ownership or leasing of its property requires such qualification,
except to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole, or on the power or ability of the
Company to perform its obligations under this Agreement, the Pass
Through Trust Agreement, the Pass Through Trust Supplements or the
Operative Agreements to which it is a party or to consummate the
transactions contemplated by the Prospectus.

(e) Each subsidiary of the Company has been duly
incorporated, is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, has the
corporate power and authority to own its property and to conduct its
business as described in the Prospectus, and is duly qualified to
transact business and is in good standing in each jurisdiction in
which the conduct of its business or the ownership or leasing of its
property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as
a whole.

(f) This Agreement has been duly authorized, executed and
delivered by the Company.

(g) The Pass Through Trust Agreement has been duly
qualified under the Trust Indenture Act.

(h) Assuming the truth of the representations and
warranties in Section 3.5(a) of the Participation Agreements, the
Offered Certificates have been duly authorized and, when duly executed
and authenticated by the Pass Through Trustee and delivered to and
paid for by you in accordance with the terms of this Agreement, will
(x) be valid and binding obligations of the Pass Through Trustee
enforceable in accordance with their terms, except as (i) the
enforceability thereof may be limited by bankruptcy, insolvency or
similar laws affecting creditors' rights generally and (ii) the
availability of equitable remedies may be limited by equitable
principles of general applicability and (y) be entitled to the
benefits of the Pass Through Trust Agreement pursuant to which such
Offered Certificates are to be issued.

(i) The Pass Through Trust Agreement, the Pass Through
Trust Supplements and each of the other Operative Agreements to which
the Company is a party has been duly authorized by the Company and
will be executed and delivered by, and be a valid and binding
agreement of, the Company on or before the Closing Date, enforceable
in accordance with its respective terms, except as (x) the
enforceability thereof may be limited

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by bankruptcy, insolvency or similar laws affecting creditors' rights
generally, (y) the availability of equitable remedies may be limited
by equitable principles of general applicability and (z) in the case
of the Pass Through Trust Agreement and the Lease, the enforceability
thereof may be limited by applicable law which may affect the remedies
provided therein, which laws, however, do not make such remedies
inadequate for the practical realization of the rights and benefits
intended to be provided thereby.

(j) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement,
the Pass Through Trust Agreement, the Pass Through Trust Supplements
and each of the other Operative Agreements to which the Company is a
party will not contravene (w) any provision of applicable law, (x) the
certificate of incorporation or by-laws of the Company, (y) any
agreement or other instrument binding upon the Company or any of its
subsidiaries that is material to the Company and its subsidiaries,
taken as a whole, or (z) any judgment, order or decree of any
governmental body, agency or court having jurisdiction over the
Company or any subsidiary.

(k) Relying upon the representations and warranties in
Sections 3.4(a), 3.4(c) (as to the Owner Trustee), 3.5(h), 3.5(i) and
3.6(g) of the Participation Agreements, no consent, approval,
authorization or order of, or qualification with, any governmental
body or agency is required for the valid authorization, issuance and
delivery of the Offered Certificates, the valid authorization,
execution, delivery of and performance by the Company of its
obligations under this Agreement, the Pass Through Trust Agreement,
the Pass Through Trust Supplements or any of the other Operative
Agreements to which the Company is a party, or the consummation by the
Company of the transactions contemplated by this Agreement or such
other Operative Agreements, except such as may be required by the
Securities Act, the Trust Indenture Act, the securities or Blue Sky
laws of the various states in connection with the purchase and resale
of such Offered Certificates by you, any filings or recordings with
the Surface Transportation Board of the United States Department of
Transportation (the "STB"), applicable filings of financing statements
under the Uniform Commercial Code and any filings or recordings with
the Registrar General of Canada.

(l) Since the respective dates as of which information is
given in the Prospectus, (i) there has not been any material adverse
change, or any event reasonably likely to result in a material adverse
change, in the condition, financial or otherwise, or in the earnings,
business or operations, of the Company and its subsidiaries, taken as
a whole, from that set forth in the Prospectus, (ii) there have not
been any transactions entered into by the Company or any of its
subsidiaries

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other than in the ordinary course of business which are material to
the Company and its subsidiaries, taken as a whole, and (iii) except
for regular quarterly dividends, there has been no dividend or
distribution of any kind declared, paid or made by the Company on its
capital stock.

(m) There are no legal or governmental proceedings
pending or to the knowledge of the Company threatened to which the
Company or any of its subsidiaries is a party or to which any of the
properties of the Company or any of its subsidiaries is subject other
than proceedings described in the Prospectus and proceedings that if
adversely determined would not have a material adverse effect on the
Company and its subsidiaries, taken as a whole, or on the power or
ability of the Company to perform its obligations under this
Agreement, the Pass Through Trust Agreement, the Pass Through Trust
Supplements or the other Operative Agreements to which the Company is
a party or to consummate the offering of the Offered Certificates.

(n) Each of the Company and its subsidiaries has all
necessary consents, authorizations, approvals, orders, certificates
and permits of and from, and has made all declarations and filings
with, all federal, state, local and other governmental authorities,
all self-regulatory organizations and all courts and other tribunals,
to own, lease, license and use its properties and assets and to
conduct its business in the manner described in the Prospectus, except
to the extent that the failure to obtain or file would not have a
material adverse effect on the Company and its subsidiaries, taken as
a whole, or on the power or ability of the Company to perform its
obligations under this Agreement, the Pass Through Trust Agreement,
the Pass Through Trust Supplements or the other Operative Agreements
to which the Company is a party or to consummate the offering of the
Offered Certificates.

(o) Relying upon the representations and warranties in
Sections 3.4(a), 3.4(c) (as to the Owner Trustee), 3.5(h), 3.5(i) and
3.6(g) of the Participation Agreements, (i) the offer, sale and
delivery of the interests of the Owner Participant in the Trust Estate
is exempt from the registration and prospectus delivery requirements
of the Securities Act by virtue of Section 4(2) thereof, and (ii) it
is not necessary to qualify any indenture in respect of the interests
of the Owner Participant in the Trust Estate under the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act").

(p) Each preliminary prospectus filed as part of the
registration statement as originally filed or as part of any amendment
thereto, or filed pursuant to Rule 424 under the Securities Act,
complied when so filed in all material respects with the Securities
Act and the rules and regulations of the Commission thereunder.

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(q) 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.

(r) The Company has not taken and will not take, directly
or indirectly, any actions prohibited by Rule 10b-6 under the Exchange
Act.

(s) Ernst & Young LLP, who reported on the annual
consolidated financial statements of the Company incorporated by
reference in the Registration Statement and the Prospectus, are
independent auditors as required by the Securities Act and the
Securities Act Regulations.

(t) The Company has complied with all provisions of
Section 517.075, Florida Statutes (Chapter 92-198, Laws of Florida).

III.

The Company is advised by you that the Underwriters propose to
make a public offering of their respective portions of the Offered Certificates
as soon after this Agreement has been entered into as in your judgment is
advisable. The Company is further advised by you that the Offered Certificates
are to be offered to the public initially at 100% of their principal amount
(the "public offering price") plus accrued interest, if any, and to certain
dealers selected by you at a price that represents a concession not in excess
of 0.40% of the principal amount of the Series 1996-1A Pass Through
Certificates and 0.40% of the principal amount of the Series 1996-1B Pass
Through Certificates under the public offering price, and that any Underwriter
may allow, and such dealers may reallow, a concession, not in excess of 0.25%
of the principal amount of the Series 1996-1A Pass Through Certificates and
0.25% of the principal amount of the Series 1996-1B Pass Through Certificates,
to any Underwriter or to certain other dealers. As compensation to the
Underwriters for their commitments and obligations hereunder in respect of the
Offered Certificates, the Company will pay or cause to be paid to the
Underwriters by the Owner Trustee pursuant to the Participation Agreements an
aggregate amount equal to $747,845.00, which constitutes 0.70% of the aggregate
principal amount of the Offered Certificates. Such payment shall be made
simultaneously with the payment by you to the Pass Through Trustee of the
purchase price of the Offered Certificates as specified in Article IV hereof.
Payment of such compensation shall be made by Federal funds check or other
immediately available funds to the order of Morgan Stanley & Co. Incorporated.

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IV.

Payment for the Offered Certificates shall be made by Federal
funds check or other immediately available funds payable to or upon the order
of the Pass Through Trustee at the offices of Mayer, Brown & Platt, 190 South
LaSalle Street, Chicago, Illinois 60603, at 10:00 A.M., local time, on August
28, 1996, or at such other time on the same or such other date, not later than
September 5, 1996, as shall be agreed in writing between you and the Company.
Payment shall be made upon delivery to you of the Offered Certificates
registered in such names and in such denominations as you shall request in
writing not later than two full business days prior to the date of delivery,
with any transfer taxes payable in connection with the transfer of the Offered
Certificates to you duly paid. The time and date of such payment and delivery
are hereinafter referred to as the "Closing Date."

Your obligation hereunder to purchase the Offered Certificates
is subject to the accuracy of the representations and warranties of the Company
contained herein, to the performance and observance by the Company of all
covenants and agreements contained herein on its part to be performed and
observed and to the following conditions:

(a) Subsequent to the execution and delivery of this
Agreement and prior to the Closing Date,

(i) no stop order suspending the effectiveness
of the Registration Statement shall be in effect, and no proceedings
for such purpose shall be pending before or threatened by the
Commission;

(ii) there shall not have occurred any
downgrading, nor shall any notice have been given of (A) any intended
or potential downgrading or (B) any review or possible change that
does not indicate the direction of a possible change in the rating
accorded any of the Company's securities by any "nationally recognized
statistical rating organization," as such term is defined for purposes
of Rule 436(g)(2) under the Securities Act; and

(iii) there shall not have occurred any change,
or any development involving a prospective change, in the condition,
financial or otherwise, or in the earnings, business or operations, of
the Company and its subsidiaries, taken as a whole, from that set
forth in the Prospectus (exclusive of any amendments or supplements
thereto subsequent to the filing of the Prospectus Supplement), that
in your judgment, is material and adverse and that makes it
impracticable to market the Offered Certificates on the terms and in
the manner contemplated in the Prospectus.

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(b) You shall have received on the Closing Date a
certificate, dated the Closing Date and signed on behalf of the
Company by a Vice President and the Treasurer of the Company, to the
effect set forth in paragraphs (a)(i) and (ii) above and to the effect
that the representations and warranties of the Company contained
herein are true and correct as of such Closing Date and that the
Company has complied with all the agreements and satisfied all of the
conditions on it its part to be performed or satisfied hereunder on or
before the Closing Date.

(c) You shall have received on the Closing Date an
opinion of Mayer, Brown & Platt, counsel for the Company, dated the
Closing Date, to the effect set forth in Exhibit A.

(d) You shall have received on the Closing Date an
opinion of Ronald J. Ciancio, Assistant General Counsel for the
Company, dated the Closing Date, to the effect set forth in Exhibit B.

(e) You shall have received on the Closing Date an
opinion of The Law Department of The First National Bank of Chicago,
counsel for The First National Bank of Chicago, dated the Closing
Date, to the effect set forth in Exhibit C.

(f) You shall have received on the Closing Date an
opinion of Kirkland & Ellis, counsel for the Underwriters, dated the
Closing Date, with respect to the issuance and sale of the Offered
Certificates, the Prospectus and other related matters as you may
reasonably require.

(g) You shall have received on the date of this Agreement
a letter dated such date and also on the Closing Date a letter dated
the Closing Date, in each case in form and substance satisfactory to
you, from Ernst & Young LLP, independent public accountants,
containing statements and information of the type ordinarily included
in accountants' "comfort letters" to underwriters with respect to the
financial statements and certain financial information contained in or
incorporated by reference into the Prospectus.

(h) All conditions specified in the Participation
Agreements with respect to the Pass Through Trustee's purchase of the
Equipment Notes on the closing date thereunder shall have been
satisfied on the Closing Date; the representations and warranties of
the Company contained in the Participation Agreements shall be
accurate as of the Closing Date and you shall have received a
certificate of the Company from a Vice President or Treasurer of the
Company, dated as of the Closing Date, to such effect; and you shall
have received each opinion referred to in Section 4.1(e) of the
Participation Agreements, in each case, addressed to you or
accompanied by a letter from

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counsel rendering such opinion authorizing you to rely on such opinion
as if it were addressed to you.

VI.

In further consideration of your agreements herein contained,
the Company covenants as follows:

(a) If reasonably requested by you in connection with the
offering of the Offered Certificates, the Company will prepare a
preliminary prospectus supplement containing such information as you
and the Company deem appropriate, and, immediately following the
execution of this Agreement, the Company will prepare a Prospectus
Supplement that complies with the Securities Act and the Securities
Act Regulations and which sets forth the principal amount of the
Offered Certificates and their terms not otherwise specified in the
basic prospectus relating to all offerings of pass through
certificates under the Registration Statement, the name of each
Underwriter participating in the offering and the principal amount of
the Offered Certificates that each severally has agreed to purchase,
the name of each Underwriter, if any, acting as representative of the
Underwriters in connection with the offering, the underwriting
concession payable to the Underwriters, any initial public offering
price, any selling concession and reallowance and any delayed delivery
arrangements, and such other information as you and the Company deem
appropriate in connection with the offering of the Offered
Certificates. The Company will transmit copies of any preliminary
prospectus supplement and the Prospectus Supplement to the Commission
for filing pursuant to, and within the applicable period specified in,
Rule 424(b) under the Securities Act and will furnish to the
Underwriters as many copies of any preliminary prospectus supplement
and the Prospectus as you shall reasonably request.

(b) During the period when a prospectus relating to the
Offered Certificates is required to be delivered under the Securities
Act, the Company will promptly advise you (i) of the effectiveness of
any amendment to the Registration Statement, (ii) of the electronic
submission to the Commission for filing of any supplement to the
Prospectus or any document that would as a result thereof be
incorporated by reference in the Prospectus, (iii) of any request by
the Commission for any amendment of the Registration Statement or any
amendment or supplement to the Prospectus or for any additional
information, (iv) 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
(v) of the receipt by the Company of any notification with respect to
the suspension of the qualification of the Offered Certificates for
sale in any jurisdiction or the institution or threatening of any

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proceeding for such purpose. The Company will use its best efforts to
prevent the issuance of any such stop order and, if issued, to obtain
as soon as possible the withdrawal thereof.

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

(d) At any time when a prospectus relating to the Offered
Certificates is required to be delivered under the Securities Act or
the Securities Act Regulations, the Company will give you notice of
its intention to file any amendment to the Registration Statement or
any amendment or supplement to the Prospectus, whether pursuant to the
Exchange Act, the Securities Act or otherwise, will furnish you with
copies of any such amendment or supplement to be filed within a
reasonable time in advance of filing, and will not file any such
amendment or supplement in a form to which you shall reasonably
object.

(e) The Company has furnished or will furnish to you and
your counsel, without charge, conformed copies of the Registration
Statement as originally filed and of all amendments thereto, whether
filed before or after such Registration Statement originally became
effective (including exhibits thereto and the documents incorporated
therein by reference) and, so long as delivery of a prospectus by an
underwriter or dealer may be required by the Securities Act, as many
copies of each preliminary prospectus, the Prospectus and any
amendments thereof and supplements thereto as you may reasonably
request.

(f) To endeavor, in cooperation with you, to qualify the
Offered Certificates for offer and sale under the securities or Blue
Sky laws of such jurisdictions as you shall reasonably request in
connection with the distribution of the Offered Certificates and to
maintain such qualifications for as long as you shall reasonably
request; provided however, that the Company will not be required to
file any general consent to service of process or to qualify to do
business in any jurisdiction in order to effect such qualification.

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(g) Whether or not any sale of the Offered Certificates
is consummated, to pay or cause to be paid all its expenses incident
to the performance of its obligations under this Agreement, the Pass
Through Trust Agreement and the Pass Through Trust Supplements,
including: (i) the preparation, printing and distribution of this
Agreement, the preliminary Prospectus and all amendments and
supplements thereto, the Pass Through Trust Agreement, the Pass
Through Trust Supplements and each of the other Operative Agreements,
(ii) the preparation, issuance and delivery of the Offered
Certificates, (iii) the reasonable fees and disbursements of the
Company's counsel and accountants, (iv) the qualification of the
Offered Certificates for offer and sale under the state securities or
Blue Sky laws in accordance with the provisions of paragraph (f) of
this Article VI, including filing fees and the fees and disbursements
of your counsel in connection therewith and in connection with the
preparation of any Blue Sky memorandum, (v) the reasonable fees and
expenses of the Pass Through Trustee and the reasonable fees and
disbursements of counsel for the Pass Through Trustee, (vi) certain
fees and disbursements of your counsel as agreed in the Participation
Agreements, and (vii) any fees charged by rating agencies for the
rating of the Offered Certificates.

(h) The Company, during the period when a prospectus
relating to the Offered Certificates is required to be delivered under
the Securities Act and the Securities Act Regulations, will file
promptly all documents required to be filed with the Commission
pursuant to Section 13 or 14 of the Exchange Act.

(i) The Company will make generally available to its
security holders, in each case as soon as practicable, but not later
than 45 days after the close of the period covered thereby (90 days in
case the period covered corresponds to a fiscal year of the Company),
earnings statements of the Company (in form complying with the
provisions of Rule 158 under the Securities Act), covering (i) a
period of 12 months beginning after the effective date of the
Registration Statement (but beginning not later than the first day of
the Company's fiscal quarter next following such effective date) and
(ii) a period of 12 months beginning after the date of this Agreement
(but beginning not later than the first day of the Company's fiscal
quarter next following the date of this Agreement).

(j) Between the date of this Agreement and the Closing
Date, the Company will not, without your prior consent, offer, sell,
contract to sell or otherwise dispose of any securities of the Company
which are substantially similar to the Offered Certificates.

- 12 -
<PAGE> 14
(k) For a period of five years after the Closing Date, to
furnish to you copies of all annual reports, quarterly reports and
current reports filed with the Commission on Forms 1O-K, 1O-Q and 8-K,
or such other similar forms as may be designated by the Commission,
and such other documents, reports and information as shall be
furnished by the Company to its public securityholders generally.

VII.

The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls any Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, or is under common control with, or is controlled by, such
Underwriter from and against any and all losses, claims, damages or liabilities
(including, without limitation, any legal or other expenses reasonably incurred
by any Underwriter or any such controlling or affiliated person in connection
with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) used during the period set forth in
paragraph (c) of Article VI above, or caused by any omission or alleged
omission to state therein a material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
alleged omission based upon information relating to any Underwriter furnished
to the Company in writing by such Underwriter through you expressly for use
therein; provided, however, that such indemnity with respect to any preliminary
prospectus shall not inure to the benefit of any Underwriter from whom the
person asserting such losses, claims, damages or liabilities purchased the
Offered Certificates if it is established that such person was not sent or
given a copy of the Prospectus, if required by law so to have been delivered,
at or prior to the confirmation of the sale of Offered Certificates to such
person and the untrue statement or omission of a material fact contained in
such preliminary prospectus was corrected in the Prospectus, unless such
failure to deliver the Prospectus was a result of noncompliance by the Company
with paragraph (a) of Article VI.

Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, its officers who signed
the Registration Statement and each person, if any, who controls the Company
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from the Company
to the Underwriters, but only with reference to information relating

- 13 -
<PAGE> 15
to any Underwriter furnished to the Company in writing by such Underwriter
through you expressly for use in the preliminary prospectus or the Prospectus
or any amendment or supplement thereto. The Company acknowledges that the
statements with respect to stabilization on page S-2 of, and the statements set
forth in the third paragraph under the heading "Underwriting" on page S-35 of
the preliminary prospectus and the Prospectus or any amendment or supplement
thereto constitute the only information furnished in writing by any of you or
on any of your behalf expressly for use in such documents.

In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either of the two preceding paragraphs,
such person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding
and shall pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such indemnified party unless (i) the indemnifying party and
the indemnified party shall have mutually agreed to the retention of such
counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified
party and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all such indemnified parties and that all such fees and expenses
shall be reimbursed as they are incurred. Such firm shall be designated in
writing by you in the case of parties indemnified pursuant to the second
preceding paragraph and by the Company in the case of parties indemnified
pursuant to the first preceding paragraph. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or
judgment. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by the third
sentence of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written
consent if (i) such settlement is entered into more than 30 days after receipt
by such indemnifying party of the aforesaid request and (ii) such indemnifying
party

- 14 -
<PAGE> 16
shall not have reimbursed the indemnified party in accordance with such request
prior to the date of such settlement. No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding.

If the indemnification provided for in the first or second
paragraph of this Article VII is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein in connection with any offering of Offered Certificates, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and you from the offering of Offered
Certificates or (ii) if the allocation provided by clause (i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault
of the Company and you in connection with the matters that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and you in
connection with the offering of Offered Certificates shall be deemed to be in
the same respective proportions as the net proceeds from the offering of such
Offered Certificates (before deducting expenses) received directly or
indirectly by the Company and the total discounts and commissions received by
you in respect thereof, in each case as set forth on the cover of the
Prospectus, bear to the aggregate offering price of such Offered Certificates.
In the case of an untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact, the relative fault of
the Company and of you shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement or the omission or alleged
omission relates to information supplied by the Company or by you and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Underwriters' respective
obligations to contribute pursuant to this Article VII are several in
proportion to the respective principal amounts of Offered Certificates they
have purchased hereunder, and not joint.

The Company and you agree that it would not be just or
equitable if contribution pursuant to this Article VII were determined by pro
rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount

- 15 -
<PAGE> 17
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in the immediately preceding paragraph
shall be deemed to include, subject to the limitations set forth above, any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigation or defending any such action or claim.
Notwithstanding the provisions of this Article VII, no Underwriter shall be
required to contribute any amount in excess of the amount of which the total
price at which the Offered Certificates underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Article VII are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.

The indemnity and contribution agreements contained in this
Article VII and the representations and warranties of the Company contained in
this Agreement shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on
behalf of you or any person controlling you or by or on behalf of the Company,
its officers or directors or any other person controlling the Company and (iii)
acceptance of and payment for any of the Offered Certificates.

VIII.

This Agreement shall be subject to termination in your
absolute discretion, by notice given to the Company, if (a) after the execution
and delivery of this Agreement and prior to the Closing Date (i) trading
generally shall have been suspended or materially limited on or by, as the case
may be, any of the New York Stock Exchange, the American Stock Exchange, the
National Association of Securities Dealers, Inc., the Chicago Board of Options
Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii)
trading of any securities of the Company shall have been suspended on any
exchange or in any over-the-counter market, (iii) a general moratorium on
commercial banking activities in New York shall have been declared by either
Federal or New York State authorities or (iv) there shall have occurred any
outbreak or escalation of hostilities or any change in financial markets or any
calamity or crisis that is material and adverse and (b) in the case of any of
the events specified in clauses (a)(i) through (iv), such event singly or
together with any other such event makes it, in your judgment, impracticable to
market the Offered Certificates on the terms and in the manner contemplated in
the Prospectus.

- 16 -
<PAGE> 18
If this Agreement shall be terminated by you because of any
failure or refusal on the part of the Company to comply with the terms or to
fulfill any of the conditions of this Agreement, or if for any reason the
Company shall be unable to perform its obligations under this Agreement, the
Company will reimburse you for all out-of-pocket expenses (including the fees
and disbursements of your counsel) reasonably incurred by you in connection
with this Agreement or the offering contemplated hereunder.

IX.

If, on the Closing Date, any one or more of the Underwriters
shall fail or refuse to purchase Offered Certificates that it or they have
agreed to purchase hereunder on such date, and the aggregate principal amount
of Offered Certificates which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate principal amount of the Offered Certificates to be purchased on such
date, the other Underwriters shall be obligated severally in the proportions
that the principal amount of Offered Certificates set forth opposite their
respective names in Schedule I bears to the principal amount of Offered
Certificates set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as you may specify, to purchase the
securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date; provided that in no event shall the
principal amount of Offered Certificates that any Underwriter has agreed to
purchase pursuant to Article I be increased pursuant to this Article IX by an
amount in excess of one-ninth of such principal amount of certificates without
the written consent of such Underwriter. If, on the Closing Date, any
Underwriter or Underwriters shall fail or refuse to purchase Offered
Certificates and the aggregate principal amount of Offered Certificates with
respect to which such default occurs is more than one-tenth of the aggregate
principal amount of Offered Certificates to be purchased on such date, and
arrangements satisfactory to you and the Company for the purchase of such
certificates are not made within 36 hours after such default, this Agreement
shall terminate without liability on the part of any non-defaulting Underwriter
or the Company. In any such case either you or the Company shall have the
right to postpone the Closing Date but in no event for longer than seven days,
in order that the required changes, if any, in the Registration Statement and
in the Prospectus or in any other documents or arrangements may be effected.
Any action taken under this paragraph shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.

This Agreement may be signed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.

- 17 -
<PAGE> 19
This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notices to you shall be directed to
you at the address shown above; notices to the Company shall be directed to it
at 500 West Monroe, Chicago, Illinois 60661, Attention: Treasurer.

This Agreement shall inure to the benefit of and be binding
upon you and the Company and the respective successors thereof. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the parties hereto and their
respective successors and the controlling persons and officers and directors
referred to in Article VII and their heirs and legal representatives, any legal
or equitable right, remedy or claim under or in respect of this Agreement.

The headings of the sections of this document have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.

* * * * *

- 18 -
<PAGE> 20
If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us a counterpart hereof, whereupon
this instrument will become a binding agreement between you and the Company in
accordance with its terms.

Very truly yours,

GENERAL AMERICAN
TRANSPORTATION CORPORATION

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

Accepted, August 22, 1996

MORGAN STANLEY & CO.
INCORPORATED

SALOMON BROTHERS INC

Acting severally on behalf
of themselves and the several
Underwriters named herein.

By: Morgan Stanley & Co.
Incorporated

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

- 19 -
<PAGE> 21

SCHEDULE A

<TABLE>
<CAPTION>
PASS THROUGH AGGREGATE FINAL
CERTIFICATE PRINCIPAL INTEREST DISTRIBUTION
DESIGNATION AMOUNT RATE DATE
----------- --------- -------- ------------
<S> <C> <C> <C>
Series 1996-1A $ 77,257,000 7.50% February 28, 2015

Series 1996-1B $ 29,578,000 7.86% August 28, 2021
-------------

Total $106,835,000
</TABLE>
@@

- 20 -
<PAGE> 22
SCHEDULE I

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF OFFERED
Underwriter CERTIFICATES TO BE PURCHASED
----------- --------------------------------------------------------
SERIES 1996-1A SERIES 1996-1B TOTAL
-------------- -------------- -----
<S> <C> <C> <C>
Morgan Stanley & Co.
Incorporated . . . . . . . . . . . . . . . . . $38,629,000 $14,789,000 $ 53,418,000

Salomon Brothers Inc. . . . . . . . . . . . . . . 38,628,000 14,789,000 53,417,000
----------- ----------- ------------
Total . . . . . . . . . $77,257,000 $29,578,000 $106,835,000
</TABLE>
@@

- 21 -
<PAGE> 23
EXHIBIT A

OPINION OF MAYER, BROWN & PLATT
COUNSEL FOR THE COMPANY

The opinion of Mayer, Brown & Platt, counsel for the Company,
to be delivered pursuant to paragraph (c) of Article V of the Underwriting
Agreement shall be to the effect that:

(A) the Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of New York;

(B) the Underwriting Agreement has been duly authorized,
executed and delivered by the Company;

(C) the Offered Certificates have been duly authorized
and validly executed, authenticated, issued and delivered by the Pass
Through Trustee pursuant to the Pass Through Trust Agreement, as
supplemented by the Pass Through Trust Supplements and, when paid for
in accordance with the terms of the Underwriting Agreement, will (x)
be valid and binding obligations of the Pass Through Trustee
enforceable in accordance with their terms except as may be limited by
bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting creditors' rights generally and by general principles of
equity and (y) be entitled to the benefits of the Pass Through Trust
Agreement;

(D) the Offered Certificates conform in all material
respects as to legal matters to the description thereof contained in
the Prospectus;

(E) relying upon the representations and warranties in
Sections 3.4(a), 3.4(c), 3.5(h), 3.5(i) and 3.6(g) of the
Participation Agreements, (i) the offering and sale of the interests
of the Owner Participant in the Trust Estate is exempt from the
registration and prospectus delivery requirements of the Securities
Act by virtue of Section 4(2) thereof and (ii) it is not necessary to
qualify any indenture in respect of the interests of the Owner
Participant in the Trust Estate under the Trust Indenture Act of 1939,
as amended.

(F) The Pass Through Trust Agreement, as supplemented by
the Pass Through Trust Supplements, pursuant to which the Offered
Certificates are to be issued has been duly authorized, executed and
delivered by the Company and is a valid and binding agreement of the
Company, enforceable in accordance with its terms, except as may be
limited by bankruptcy, insolvency, moratorium, reorganization or
similar laws affecting creditors' rights generally, by general
principles of equity and by applicable law which may affect
<PAGE> 24
the remedies provided therein, which laws, however, do not, in the opinion of
such counsel, make such remedies inadequate for the practical realization of
the rights and benefits intended to be provided thereby;

(G) each of the Operative Agreements to which the Company
is a party has been duly authorized, executed and delivered by the
Company and is a valid and binding agreement of the Company
enforceable in accordance with its terms, except as may be limited by
bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting creditors' rights generally, by general principles of equity
and, in the case of the Lease, by applicable laws which may affect the
remedies provided therein, which laws, however, do not, in the opinion
of such counsel, make such remedies inadequate for the practical
realization of the rights and benefits intended to be provided
thereby;

(H) the Pass Through Trust Agreement, the Pass Through
Trust Supplements and the Operative Agreements conform in all material
respects as to legal matters to the descriptions thereof contained in
the Prospectus;

(I) 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;

(J) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Underwriting
Agreement will not contravene any provision of New York, Illinois or
United States law known to such counsel or the certificate of
incorporation or by-laws of the Company or, to the knowledge of such
counsel, any agreement or other instrument binding upon the Company,
and no consent, approval or authorization of any governmental body or
agency is required for the performance by the Company of its
obligations under the Underwriting Agreement, except such as are
specified and have been obtained and such as may be required by the
securities or blue sky laws of the various jurisdictions in connection
with the purchase and distribution of the Offered Certificates and any
filings with the STB;

(K) each document incorporated by reference in the
Prospectus (except for financial statements and other financial data
included therein, as to which such counsel need not express any
opinion) complied as to form when filed with the Commission in all
material respects with the Exchange Act and the rules and regulations
of the Commission thereunder;

(L) such counsel is of the opinion ascribed to it in the
Prospectus under the caption "Federal Income Tax Consequences" and
"Certain Illinois Taxes";

- 2 -
<PAGE> 25
(M) the Registration Statement, the Prospectus and each
amendment thereof or supplement thereto (except for the financial
statements and other financial data 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 requirements of
the Securities Act and the Securities Act Regulations;

(N) the Equipment Notes, the Indentures, the
Participation Agreements, and the Leases and other Operative Documents
to which the Company is a party (to the extent described therein)
conform in all material respects to the descriptions thereof contained
in the Prospectus;

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

(P) assuming that, for Federal income tax purposes, each
trust created by the Pass Through Trust Agreement is not classified as
an association taxable as a corporation, but rather, as a grantor
trust under subpart E, Part I of Subchapter J of the Internal Revenue
Code of 1986, as amended, neither the trusts created by the Pass
Through Trust Agreement, the Trust Properties, nor the Pass Through
Trustee 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. Certificateholders who are not residents of or otherwise
subject to any 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 as a result of
purchasing, holding (including receiving payments with respect to) or
selling a Certificate.

- 3 -
<PAGE> 26
accountants, but without independent check or verification, no facts have come
to such counsel's attention which have caused such counsel to believe that (A)
that the Registration Statement or any amendment thereto, on the original
effective date thereof, on the effective date of any post-effective amendment
thereto, or on the date of the filing by the Company of its most recent Annual
Report on Form 10-K after the filing of the Registration Statement (except, in
each case, for the financial statements and other financial and statistical
data included or incorporated by reference therein, as to which such counsel
need express no belief), 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 (B) that the Prospectus (other
than the financial statements and other financial and statistical information
included therein, as to which no belief need be expressed), when issued did
not, and as of the date hereof does not, contain an 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.

In giving the opinion set forth in paragraph (C) above, such
counsel may rely on the opinion given by counsel to the Pass Through Trustee.

- 4 -
<PAGE> 27
EXHIBIT B

OPINION OF
RONALD J. CIANCIO
ASSISTANT GENERAL COUNSEL FOR THE COMPANY

The opinion of Ronald J. Ciancio, Assistant General Counsel
for the Company, to be delivered pursuant to paragraph (d) of Article V of the
Underwriting Agreement shall be to the effect that:

(A) The Company has been duly
incorporated, is validly existing as a corporation in
good standing under the laws of the State of New York
and has the corporate power and authority under such
laws to own, lease and operate its properties and
conduct its business as described in the Prospectus;
and it is duly qualified to transact business and is
in good standing in each jurisdiction in which the
conduct of its business or the ownership or leasing
of its property requires such qualification, except
to the extent that the failure to be so qualified or
be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as
a whole;

(B) Each of the Company's Significant Subsidiaries (as
defined under Regulation S-X) has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation, has the corporate power and
authority to own its property and to conduct its business as described
in the Prospectus, as amended or supplemented, and is duly qualified
to transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries, taken as
a whole;

(C) Each of the Company and its Significant Subsidiaries
has all necessary consents, authorizations, approvals, orders,
certificates and permits of and from, and has made all declarations
and filings with, all federal, state, local and other governmental
authorities, all self-regulatory organizations and all courts and
other tribunals, to own, lease, license and use its properties and
assets and to conduct its business in the manner described in the
Prospectus, except to the extent that the failure to obtain or file
would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole;
<PAGE> 28
(D) The execution and delivery by the Company of, and the
performance by the Company of its obligations under, the Underwriting
Agreement, the Pass Through Trust Agreement or any of the other
Operative Agreements to which the Company is a party will not
contravene (i) any provision of applicable law known to such counsel,
(ii) the certificate of incorporation or by-laws of the Company, (iii)
to the best of such counsel's knowledge, any agreement or other
instrument binding upon the Company or any of its subsidiaries that is
material to the Company and its subsidiaries, taken as a whole, or
(iv) to the best of such counsel's knowledge, any judgment, order or
decree of any governmental body, agency or court having jurisdiction
over the Company or any subsidiary;

(E) No consent, approval, authorization or order of, or
qualification with, any Federal or State governmental body or agency
is required for the valid authorization, issuance and delivery of the
Offered Certificates, the valid authorization, execution, delivery of
and performance by the Company of its obligations under the
Underwriting Agreement, the Pass Through Trust Agreement or any of the
Operative Agreements to which the Company is a party, or the
consummation by the Company of the transactions contemplated by this
Agreement or such Operative Agreements, except such as are specified
and have been obtained and may be required by the securities or Blue
Sky laws of the various jurisdictions in connection with the offering
of such Offered Certificates and except for any filings or recordings
with the STB;

(F) Such counsel does not know of any legal or
governmental proceedings pending or threatened to which the Company or
any of its subsidiaries is a party or to which any of the properties
of the Company or any of its subsidiaries is subject other than any
proceeding that is required to be described in the Incorporated
Documents and is not so described;

(G) The statements in "Item 3 - Legal Proceedings" of the
Company's most recent annual report on Form 10-K, "Item 1 - Legal
Proceedings" of any quarterly report on Form 10-Q and in "Item 5 -
Other Events" of any current report on Form 8-K incorporated by
reference in the Prospectus, insofar as such statements constitute a
summary of the legal matters, documents or proceedings referred to
therein, fairly present the information called for with respect to
such legal matters, documents and proceedings and fairly summarize the
matters referred to therein; and

(H) Such counsel is of the opinion that each document
incorporated by reference in the preliminary prospectus, the

- 2 -
<PAGE> 29
Prospectus and the Registration Statement (except for financial
statements and schedules included therein, as to which such counsel
need not express any opinion), complied as to form when filed with the
Commission in all material respects with the Exchange Act and the
rules and regulations of the Commission thereunder.

Such counsel shall also state that while such counsel has not
checked the accuracy or completeness of, or otherwise verified, and is not
passing upon and assumes no responsibility for the accuracy or completeness of
the statements contained in the Registration Statement and Prospectus, in the
course of such counsel's review and discussion of the contents of the
Prospectus with certain officers and employees of the Company, the Underwriters
and their counsel and the Company's independent accountants, but without
independent check or verification, no facts have come to such counsel's
attention which have caused such counsel to believe that (A) the Registration
Statement or any amendment thereto, on the original effective date thereof, on
the effective date of any post-effective amendment thereto, or on the date of
the filing by the Company of its most recent Annual Report on Form 10-K after
the filing of the Registration Statement (except, in each case, for the
financial statements and other financial and statistical data included or
incorporated by reference therein, as to which such counsel need express no
belief), 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 (B) that the Prospectus (other than the financial
statements and other financial and statistical information included therein, as
to which no belief need be expressed), when issued did not, and as of the date
hereof does not, contain an 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.

- 3 -
<PAGE> 30
EXHIBIT C

OPINION OF
COUNSEL FOR THE PASS THROUGH TRUSTEE

The opinion of The Law Department of The First National Bank
of Chicago, counsel to The First National Bank of Chicago to be delivered
pursuant to paragraph (c) of Article V of the Underwriting Agreement shall be
collectively to the effect that:

(A) The Pass Through Trustee is a national
banking association duly organized and validly existing in
good standing under the laws of the United States of America
and has full corporate power and authority to execute, deliver
and carry out the terms of the Pass Through Trust Agreement
and the Participation Agreement;

(B) The Pass Through Trustee has duly authorized,
executed and delivered the Pass Through Trust Agreement and each
Participation Agreement and the Pass Through Trust Agreement and each
Participation Agreement constitute valid and binding obligations of
the Pass Through Trustee enforceable against the Pass Through Trustee
in accordance with their respective terms, except as enforcement
thereof may be limited by bankruptcy, insolvency, reorganization 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);

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

(D) The authorization, execution, delivery and
performance by the Pass Through Trustee of the Pass Through Trust
Agreement and the Participation Agreements and the consummation of the
transactions therein contemplated and compliance with the terms
thereof and issuance of the Offered Certificates thereunder do not and
will not result in the violation of the provisions of the Articles of
Association or By-Laws of the Pass Through Trustee 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 under any indenture, mortgage or
other agreement or instrument to which the Pass Through Trustee is a
party or by which it or
<PAGE> 31
any of its property is bound, or any Illinois or federal law, rule or
regulation governing the trustee's banking or trust powers, or of any
judgment, order or decree known to such counsel to be applicable to
the Pass Through Trustee of any court, regulatory body, administrative
agency, government or governmental body having jurisdiction over the
Pass Through Trustee or its properties; and

(E) 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 is required for the
authorization, execution, delivery and performance by the Pass Through
Trustee of the Pass Through Trust Agreement or the Participation
Agreements or the consummation of any of the transactions by the Pass
Through Trustee contemplated thereby or the issuance of the Offered
Certificates under the Pass Through Trust Agreement (except as shall
have been duly obtained, given or taken); and such authorization,
execution, delivery, performance, consummation and issuance do not
conflict with or result in a breach of the provisions of any such law.

- 2 -

<PAGE> 1

EXHIBIT 4.1

TRUST SUPPLEMENT NO. 6
DATED AS OF AUGUST 28, 1996
TO
PASS THROUGH TRUST
AGREEMENT
DATED AS OF AUGUST 1, 1992

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

GENERAL AMERICAN TRANSPORTATION CORPORATION
AND
THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEE

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

GENERAL AMERICAN TRANSPORTATION CORPORATION
1996-1A PASS THROUGH TRUST
7.50% PASS THROUGH CERTIFICATES, SERIES 1996-1A

<PAGE> 2
TRUST SUPPLEMENT

DATED AS OF AUGUST 28, 1996

PASS THROUGH CERTIFICATES, SERIES 1996-1A

Table of Contents

<TABLE>
<CAPTION>
SECTION HEADING PAGE
<S> <C> <C>
ARTICLE I THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 1.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Section 2.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Section 3.01. The Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 3.02. Acceptance by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE IV MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Section 4.01. Basic Agreement Ratified . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4.02. Termination of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4.03. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4.04. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>

<PAGE> 3
TRUST SUPPLEMENT
PASS THROUGH CERTIFICATES, SERIES 1996-1A

This Trust Supplement No. 6, dated as of August 28, 1996 (herein
called the "Trust Supplement") between General American Transportation
Corporation, a New York corporation (the "Company"), and The First National
Bank of Chicago, a national banking association, as trustee (the "Trustee"), to
the Pass Through Trust Agreement dated as of August 1, 1992, as supplemented,
between the Company and the Trustee (the "Basic Agreement").

W I T N E S S E T H:

WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Basic Agreement, unlimited as to the aggregate principal amount
of Certificates (unless specified herein capitalized terms used herein without
definition have the respective meanings specified heretofore in the Basic
Agreement) which may be issued thereunder;

WHEREAS, each of two Owner Trustees, each acting on behalf of an Owner
Participant, will issue, on a non-recourse basis, Equipment Notes, among other
things, to finance a portion of the purchase price of Equipment purchased by
such Owner Trustee and leased to the Company pursuant to the related Lease;

WHEREAS, pursuant to the terms and conditions of the Basic Agreement
as supplemented by this Trust Supplement (the "Agreement"), the Trustee shall
purchase such Equipment Notes issued by such Owner Trustees of the same tenor
as the Certificates issued thereunder and shall hold such Equipment Notes in
trust for the benefit of the Certificateholders;

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

WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed,
have been done, performed and fulfilled, and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all
respects duly authorized;

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

<PAGE> 4
NOW THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:

ARTICLE I
THE CERTIFICATES

Section 1.01. The Certificates. There is hereby created a series of
Certificates to be issued under the Agreement to be distinguished and known as
"Pass Through Certificates, Series 1996-1A" (hereinafter defined as the "Series
1996-1A Certificates"). Each Certificate represents a Fractional Undivided
Interest in the Trust created hereby. The terms and conditions applicable to
the Series 1996-1A Certificates are as follows:

1. The aggregate principal amount of the Series 1996-1A
Certificates that shall be authenticated under the Agreement (except for Series
1996-1A Certificates authenticated and delivered pursuant to Sections 3.03,
3.04 and 3.05 of the Basic Agreement) upon their initial issuance is
$77,257,000.

2. The Cut-Off Date shall be September 12, 1996.

3. The Regular Distribution Dates with respect to any payment of
Scheduled Payments means each February 28 and August 28 commencing February 28,
1997 until payment of all of the Scheduled Payments to be made under the
Equipment Notes has been made.

4. The Scheduled Payments shall be as set forth in Exhibit C
hereto.

5. The Special Distribution Dates are as follows: with respect to
the prepayment of any Equipment Note, other than pursuant to a refinancing in
accordance with Section 10.2 of the related Participation Agreement, the 28th
day of the month on which such prepayment is scheduled to occur pursuant to the
terms of the related Indenture; with respect to the prepayment of any Equipment
Note pursuant to a refinancing in accordance with Section 10.2 of the related
Participation Agreement, the Refunding Date (as defined in such related
Participation Agreement); and with respect to any other Special Payment
relating to an Equipment Note, the earliest 28th day of a month for which it
is practicable for the Trustee to give the applicable notice pursuant to
Section 4.02(c) of the Basic Agreement.

6. The Series 1996-1A Certificates shall be in the form attached
hereto as Exhibit A. The Series 1996-1A Certificates shall be Book-Entry
Certificates and shall be subject to the conditions set forth in the Letter of
Representations between the Company and the Clearing Agency attached hereto as
Exhibit B.

-2-
<PAGE> 5
7. The proceeds of the Series 1996-1A Certificates shall be used
to purchase the Equipment Notes at the Original Issue Prices specified below:

<TABLE>
<CAPTION>
ORIGINAL PRINCIPAL
EQUIPMENT NOTE ISSUE PRICE AMOUNT MATURITY
<S> <C> <C> <C>
96-1, I-A 100% $11,385,000 August 28, 2014
96-1, II-A 100% $39,102,000 February 28, 2015
96-2, I-A 100% $ 9,867,000 August 28, 2014
96-2, II-A 100% $16,903,000 August 28, 2014
</TABLE>

8. Each of the two Owner Trustees, acting on behalf of an Owner
Participant, will issue on a non-recourse basis, the Equipment Notes, the
proceeds of which shall be used, among other things, to finance a portion of
the purchase price of the Equipment as set forth on Schedule 1 to the related
Participation Agreement.

9. The related Note Documents are as follows:

(a) With respect to GATC Trust No. 96-1:

(i) Trust Indenture and Security Agreement (GATC
Trust No. 96-1), dated as of August 28, 1996;

(ii) Equipment Lease Agreement (GATC Trust No.
96-1), dated as of August 28, 1996;

(iii) Participation Agreement (GATC Trust No. 96-1),
dated as of August 28, 1996;

(iv) Indenture Supplement No. I (GATC Trust No.
96-1), dated as of August 28, 1996;

(v) Indenture Supplement No. II (GATC Trust No.
96-1), dated as of August 28, 1996;

(vi) Lease Supplement No. I (GATC Trust No. 96-1),
dated as of August 28, 1996; and

(vii) Lease Supplement No. II (GATC Trust No.
96-1), dated as of August 28, 1996.

(b) With respect to GATC Trust No. 96-2:

(i) Trust Indenture and Security Agreement (GATC
Trust No. 96-2), dated as of August 28, 1996;

(ii) Equipment Lease Agreement (GATC Trust No.
96-2), dated as of August 28, 1996;

-3-
<PAGE> 6
(iii) Participation Agreement (GATC Trust No. 96-2),
dated as of August 28, 1996;

(iv) Indenture Supplement No. I (GATC Trust No.
96-2), dated as of August 28, 1996;

(v) Indenture Supplement No. II (GATC Trust No.
96-2), dated as of August 28, 1996;

(vi) Lease Supplement No. I (GATC Trust No. 96-2),
dated as of August 28, 1996; and

(vii) Lease Supplement No. II (GATC Trust No.
96-2), dated as of August 28, 1996.

ARTICLE II
DEFINITIONS

Section 2.01. Definitions. The following terms, notwithstanding
the definitions therefor in the Basic Agreement, shall have the following
meanings for all purposes relating to the Series 1996-1A Certificates
(including hereunder and under the Basic Agreement):

NONE.

ARTICLE III
THE TRUSTEE

Section 3.01. The Trustee. Subject to Section 7.04 of the Basic
Agreement, the Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Trust Supplement or the due
execution hereof by the Company, or for or in respect of the recitals and
statements contained herein, all of which recitals and statements are made
solely by the Company.

Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed by the Trustee by
reason of this Trust Supplement other than as set forth in the Basic Agreement,
and this Trust Supplement is executed and accepted on behalf of the Trustee,
subject to all the terms and conditions set forth in the Basic Agreement, upon
the effectiveness thereof, as fully to all intents as if the same were herein
set forth at length.

Section 3.02. Acceptance by Trustee. The Trustee, upon execution and
delivery of this Trust Supplement, acknowledges its acceptance of all right,
title, and interest in and to the Equipment Notes described herein and acquired
pursuant to Section

-4-
<PAGE> 7
2.02 of the Basic Agreement and the Participation Agreements and declares that
the Trustee holds and will hold such right, title, and interest, together with
all other property constituting the Trust Property of the Trust created hereby,
for the benefit of all present and future holders of the Series 1996-1A
Certificates, upon the trusts set forth herein and in the Basic Agreement. By
its payment for and acceptance of each Certificate issued to it hereunder, each
initial holder of the Series 1996-1A Certificates as grantor of the Trust
thereby joins in the creation and declaration of the Trust created hereby.

ARTICLE IV
MISCELLANEOUS PROVISIONS

Section 4.01. Basic Agreement Ratified. Except and so far as
herein expressly provided, all of the provisions, terms and conditions of the
Basic Agreement are in all respects ratified and confirmed; and the Basic
Agreement and this Trust Supplement shall be taken, read and construed as one
and the same instrument.

Section 4.02. Termination of Trust. The Trust created hereby shall
terminate upon the distribution to all holders of the Series 1996-1A
Certificates all amounts required to be distributed to them pursuant to the
Basic Agreement and this Trust Supplement and the disposition of all property
held as part of the Trust Property of the Trust created hereby; provided,
however, that in no event shall the Trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of all of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
Great Britain, living on the date of this Trust Supplement.

Section 4.03. Governing Law. THIS TRUST SUPPLEMENT AND THE SERIES
1996-1A CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

Section 4.04. Execution in Counterparts. This Trust Supplement may
be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute but one instrument.

-5-
<PAGE> 8
IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement to be duly executed by their respective officers thereto duly
authorized, as of the day and year first written above.

GENERAL AMERICAN TRANSPORTATION
CORPORATION

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

THE FIRST NATIONAL BANK OF
CHICAGO, AS TRUSTEE

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

-6-
<PAGE> 9
EXHIBIT A

FORM OF CERTIFICATE

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

General American Transportation Corporation
1996-1A PASS THROUGH TRUST
7.50% Pass Through
Certificate, Series 1996-1A
CUSIP _____________
Final Regular Distribution Date: February 28, 2015

evidencing a fractional undivided interest in a trust, the property of
which includes certain Equipment Notes secured by certain railroad rolling
stock leased to General American Transportation Corporation.

Certificate
No. R-1 $77,257,000 Fractional Undivided Interest
representing .00001294 of the Trust per
$1,000 face amount

THIS CERTIFIES THAT CEDE & CO., for value received, is the registered
owner of a $77,257,000 (Seventy-Seven Million Two Hundred and Fifty-Seven
Thousand Dollars) Fractional Undivided Interest in General American
Transportation Corporation 1996-1A Pass Through Trust (the "Trust") created by
The First National Bank of Chicago, as trustee (the "Trustee"), pursuant to a
Pass Through Trust Agreement dated as of August 1, 1992 and a related Trust
Supplement dated as of August 28, 1996 (collectively, the "Agreement") between
the Trustee and General American Transportation Corporation, a corporation
incorporated under New York law (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "7.50%

<PAGE> 10
Pass Through Certificates, Series 1996-1A" (herein called the "Certificates").
This Certificate is issued under and is subject to the terms, provisions, and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
The property of the Trust includes certain Equipment Notes (the "Trust
Property"). The Equipment Notes are secured by a security interest in railroad
rolling stock leased to the Company.

The Certificates represent fractional undivided interests in the Trust
and the Trust Property, and have no rights, benefits or interest in respect of
any other separate trust established pursuant to the terms of the Agreement for
any other series of certificates issued pursuant thereto.

Subject to and in accordance with the terms of the Agreement, from
funds then available to the Trustee, there will be distributed on each February
28 and August 28 (a "Regular Distribution Date"), commencing on February 28,
1997, to the person in whose name this Certificate is registered at the close
of business on the day of the month which is 15 days preceding the Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular Distribution Date, the receipt of which has
been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement, in the event that Special Payments on the Equipment Notes are
received by the Trustee, from funds then available to the Trustee, there shall
be distributed on the applicable Special Distribution Date, to the Person in
whose name this Certificate is registered at the close of business on the day
of the month which is 15 days preceding the Special Distribution Date, an
amount in respect of such Special Payments on the Equipment Notes, the receipt
of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Special Payments so received. If a Regular
Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the immediately following Business Day. The
Special Distribution Date shall be: with respect to the prepayment of any
Equipment Note, other than pursuant to a refinancing in accordance with Section
10.2 of a Participation Agreement, the 28th day of the month on which such
prepayment is scheduled to occur pursuant to the terms of the related
Indenture; with respect to the prepayment of any Equipment Note pursuant to a
refinancing in accordance with Section 10.2 of a Participation Agreement, the
Refunding Date (as defined in such Participation Agreement); and with respect
to any other Special Payment relating to an Equipment Note, the earliest 28th
day of a month for which it is practicable for the Trustee to give the
applicable notice pursuant to Section 4.02(c) of the Basic

-2-
<PAGE> 11
Agreement. The Trustee shall mail notice of each Special Payment and the
Special Distribution Date therefor to the Holders of the Certificates.

Distributions on this Certificate will be made by the Trustee (i) by
check mailed to the person entitled thereto or (ii) prior to the time
Definitive Certificates are issued by wire transfer of same-day funds to the
account designated by the Certificateholder to the Trustee on or prior to the
applicable Record Date, without the presentation or surrender of this
Certificate or the making of any notation hereon. Except as otherwise provided
in the Agreement and notwithstanding the above, the final distribution on this
Certificate will be made after notice mailed by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency of the Trustee specified in such notice.

This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.

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

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

-3-
<PAGE> 12
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

General American Transportation
Corporation 1996-1A Pass
Through Trust

By: The First National Bank of
Chicago, as Trustee

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

[FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

Dated: August 28, 1996

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

The First National Bank of
Chicago, as Trustee

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

-4-
<PAGE> 13
[REVERSE OF CERTIFICATE]

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

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

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

<PAGE> 14
The Certificates are issuable only as registered Certificates without
coupons in denominations of $1,000 Fractional Undivided Interest and any
integral multiples of $1,000 in excess thereof except that one Certificate may
be in a denomination of less than $1,000. As provided in the Agreement and
subject to certain limitations therein set forth, Certificates are exchangeable
for new Certificates of authorized denominations and like series evidencing the
same aggregate Fractional Undivided Interest in the Trust, as requested by the
Holder surrendering the same.

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

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

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

-2-
<PAGE> 15
[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

_____________________________________________________________

Please print or typewrite name and address including postal zip code
of assignee

_____________________________________________________________

the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing

_____________________________________________________________

attorney to transfer said Certificate on the books of the Trust with
full power of substitution in the premises.

Date:__________________

_______________________________________

NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within-mentioned instrument in
every particular, without alteration or any change whatever.

<PAGE> 1

EXHIBIT 4.2

TRUST SUPPLEMENT NO. 7
DATED AS OF AUGUST 28, 1996
TO
PASS THROUGH TRUST
AGREEMENT
DATED AS OF AUGUST 1, 1992

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

GENERAL AMERICAN TRANSPORTATION CORPORATION
AND
THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEE

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

GENERAL AMERICAN TRANSPORTATION CORPORATION
1996-1B PASS THROUGH TRUST
7.86% PASS THROUGH CERTIFICATES, SERIES 1996-1B

<PAGE> 2
TRUST SUPPLEMENT

DATED AS OF AUGUST 28, 1996

PASS THROUGH CERTIFICATES, SERIES 1996-1B

Table of Contents

<TABLE>
<CAPTION>
SECTION HEADING PAGE
<S> <C> <C>
ARTICLE I THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Section 1.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Section 2.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE III THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE IV MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Signature . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>

<PAGE> 3
TRUST SUPPLEMENT
PASS THROUGH CERTIFICATES, SERIES 1996-1B

This Trust Supplement No. 7, dated as of August 28, 1996 (herein
called the "Trust Supplement") between General American Transportation
Corporation, a New York corporation (the "Company"), and The First National
Bank of Chicago, a national banking association, as trustee (the "Trustee"), to
the Pass Through Trust Agreement dated as of August 1, 1992, as supplemented,
between the Company and the Trustee (the "Basic Agreement").

W I T N E S S E T H:

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

<PAGE> 4
NOW THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:

ARTICLE I
THE CERTIFICATES

Section 1.01. The Certificates. There is hereby created a series of
Certificates to be issued under the Agreement to be distinguished and known as
"Pass Through Certificates, Series 1996-1B" (hereinafter defined as the "Series
1996-1B Certificates"). Each Certificate represents a Fractional Undivided
Interest in the Trust created hereby. The terms and conditions applicable to
the Series 1996-1B Certificates are as follows:

1. The aggregate principal amount of the Series 1996-1B
Certificates that shall be authenticated under the Agreement (except for Series
1996-1B Certificates authenticated and delivered pursuant to Sections 3.03,
3.04 and 3.05 of the Basic Agreement) upon their initial issuance is
$29,578,000.

2. The Cut-Off Date shall be September 12, 1996.

4. The Scheduled Payments shall be as set forth in Exhibit C
hereto.

6. The Series 1996-1B Certificates shall be in the form attached
hereto as Exhibit A. The Series 1996-1B Certificates shall be Book-Entry
Certificates and shall be subject to the conditions set forth in the Letter of
Representations between the Company and the Clearing Agency attached hereto as
Exhibit B.

-2-
<PAGE> 5
7. The proceeds of the Series 1996-1B Certificates shall be used
to purchase the Equipment Notes at the Original Issue Prices specified below:

<TABLE>
<CAPTION>
ORIGINAL PRINCIPAL
EQUIPMENT NOTE ISSUE PRICE AMOUNT MATURITY
<S> <C> <C> <C>
96-1, I-B 100% $ 4,938,000 August 28, 2021
96-1, II-B 100% $ 15,482,000 August 28, 2021
96-2, I-B 100% $ 3,850,000 August 28, 2020
96-2, II-B 100% $ 5,308,000 August 28, 2019
</TABLE>

9. The related Note Documents are as follows:

(a) With respect to GATC Trust No. 96-1:

(i) Trust Indenture and Security Agreement (GATC Trust
No. 96-1), dated as of August 28, 1996;

(ii) Equipment Lease Agreement (GATC Trust No.
96-1), dated as of August 28, 1996;

(iii) Participation Agreement (GATC Trust No. 96-1),
dated as of August 28, 1996;

(iv) Indenture Supplement No. I (GATC Trust No.
96-1), dated as of August 28, 1996;

(v) Indenture Supplement No. II (GATC Trust No.
96-1), dated as of August 28, 1996;

(vi) Lease Supplement No. I (GATC Trust No. 96-1),
dated as of August 28, 1996; and

(vii) Lease Supplement No. II (GATC Trust No.
96-1), dated as of August 28, 1996.

(b) With respect to GATC Trust No. 96-2:

(i) Trust Indenture and Security Agreement (GATC
Trust No. 96-2), dated as of August 28, 1996;

(ii) Equipment Lease Agreement (GATC Trust No.
96-2), dated as of August 28, 1996;

-3-
<PAGE> 6
(iii) Participation Agreement (GATC Trust No. 96-2),
dated as of August 28, 1996;

(iv) Indenture Supplement No. I (GATC Trust No.
96-2), dated as of August 28, 1996;

(v) Indenture Supplement No. II (GATC Trust No.
96-2), dated as of August 28, 1996;

(vi) Lease Supplement No. I (GATC Trust No. 96-2),
dated as of August 28, 1996; and

(vii) Lease Supplement No. II (GATC Trust No.
96-2), dated as of August 28, 1996.

ARTICLE II
DEFINITIONS

Section 2.01. Definitions. The following terms, notwith-standing
the definitions therefor in the Basic Agreement, shall have the following
meanings for all purposes relating to the Series 1996-1B Certificates
(including hereunder and under the Basic Agreement):

NONE.

ARTICLE III
THE TRUSTEE

-4-
<PAGE> 7
2.02 of the Basic Agreement and the Participation Agreements and declares that
the Trustee holds and will hold such right, title, and interest, together with
all other property constituting the Trust Property of the Trust created hereby,
for the benefit of all present and future holders of the Series 1996-1B
Certificates, upon the trusts set forth herein and in the Basic Agreement. By
its payment for and acceptance of each Certificate issued to it hereunder, each
initial holder of the Series 1996-1B Certificates as grantor of the Trust
thereby joins in the creation and declaration of the Trust created hereby.

ARTICLE IV
MISCELLANEOUS PROVISIONS

Section 4.02. Termination of Trust. The Trust created hereby shall
terminate upon the distribution to all holders of the Series 1996-1B
Certificates all amounts required to be distributed to them pursuant to the
Basic Agreement and this Trust Supplement and the disposition of all property
held as part of the Trust Property of the Trust created hereby; provided,
however, that in no event shall the Trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of all of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
Great Britain, living on the date of this Trust Supplement.

Section 4.03. Governing Law. THIS TRUST SUPPLEMENT AND THE SERIES
1996-1B CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

GENERAL AMERICAN TRANSPORTATION
CORPORATION

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

THE FIRST NATIONAL BANK OF
CHICAGO, AS TRUSTEE

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

-6-
<PAGE> 9
EXHIBIT A

FORM OF CERTIFICATE

General American Transportation Corporation
1996-1B PASS THROUGH TRUST
7.86% Pass Through
Certificate, Series 1996-1B
CUSIP _____________
Final Regular Distribution Date: August 28, 2021

Certificate
No. R-1 $29,578,000 Fractional Undivided Interest
representing .00003381 of the Trust per
$1,000 face amount

THIS CERTIFIES THAT CEDE & CO., for value received, is the registered
owner of a $29,578,000 (Twenty-Nine Million Five Hundred and Seventy-Eight
Thousand Dollars) Fractional Undivided Interest in General American
Transportation Corporation 1996-1B Pass Through Trust (the "Trust") created by
The First National Bank of Chicago, as trustee (the "Trustee"), pursuant to a
Pass Through Trust Agreement dated as of August 1, 1992 and a related Trust
Supplement dated as of August 28, 1996 (collectively, the "Agreement") between
the Trustee and General American Transportation Corporation, a corporation
incorporated under New York law (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "7.86% Pass Through Certificates, Series

<PAGE> 10
1996-1B" (herein called the "Certificates"). This Certificate is issued under
and is subject to the terms, provisions, and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. The property of the Trust
includes certain Equipment Notes (the "Trust Property"). The Equipment Notes
are secured by a security interest in railroad rolling stock leased to the
Company.

-2-
<PAGE> 11
Agreement. The Trustee shall mail notice of each Special Payment and the
Special Distribution Date therefor to the Holders of the Certificates.

This Certificate shall be governed by and construed in accordance with
the laws of the State of New York.

-3-
<PAGE> 12
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

General American Transportation
Corporation 1996-1B Pass
Through Trust

By: The First National Bank of
Chicago, as Trustee

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

[FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

Dated: August 28, 1996

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

The First National Bank of
Chicago, as Trustee

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

-4-
<PAGE> 13
[REVERSE OF CERTIFICATE]

-2-
<PAGE> 15
[FORM OF TRANSFER NOTICE]

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s),
assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

_____________________________________________________________

Please print or typewrite name and address including postal zip code
of assignee

_____________________________________________________________

the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing

_____________________________________________________________

attorney to transfer said Certificate on the books of the Trust with
full power of substitution in the premises.

Date:__________________

_______________________________________

NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within-mentioned instrument in
every particular, without alteration or any change whatever.

<PAGE> 1

EXHIBIT 4.3

TRUST INDENTURE AND SECURITY AGREEMENT
(GATC TRUST NO. 96-1)

DATED AS OF AUGUST 28, 1996

BETWEEN

FIRST SECURITY BANK, N.A.,

AS OWNER TRUSTEE

AND

THE FIRST NATIONAL BANK OF CHICAGO,

AS INDENTURE TRUSTEE

COVERED HOPPERS AND TANK CARS

<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
|| ----

<S> <C> <C>
Article I. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.01. Certain Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Article II. The Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.01. Form of Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.02. Terms of Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.03. Payment from Indenture Estate Only . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.04. Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.05. Application of Payments to Principal
Amount and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.06. Termination of Interest in Indenture Estate . . . . . . . . . . . . . . . . . . . . . 10
Section 2.07. Transfer of Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2.08. Mutilated, Destroyed, Lost or Stolen
Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.09. Payment of Transfer Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.10. Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.11. Equally and Ratably Secured . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

Article III. Receipt, Distribution and Application of Income from the Indenture Estate; Assumption of
Obligations of Owner Trustee by the Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.01. Basic Rent Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.02. Payments in the Event of Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.03. Payments after Indenture Event of Default . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.04. Other Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.05. Distribution of Excepted Property . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.06. Assumption of Obligations of Owner
Trustee by the Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . 16

Article IV. Remedies of the Indenture Trustee upon an Indenture Event of Default . . . . . . . . . . . . . . . . 18
Section 4.01. Indenture Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4.02. Acceleration; Rescission and Annulment . . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.03. Remedies with Respect to Indenture Estate . . . . . . . . . . . . . . . . . . . . . . 20
Section 4.04. Right to Cure; Option to Purchase; Etc. . . . . . . . . . . . . . . . . . . . . . . . 23
Section 4.05. Rights of Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 4.06. Waiver of Existing Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
</TABLE>

i
<PAGE> 3
TABLE OF CONTENTS (CONT'D)

<TABLE>
<CAPTION>
PAGE
----

<S> <C> <C>
Article V. Duties of the Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.01. Action upon Indenture Event of Default . . . . . . . . . . . . . . . . . . . . . . . 26
Section 5.02. Action upon Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.03. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 5.04. No Duties Except as Specified in Indenture
or Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.05. No Action Except under Lease, Indenture
or Instructions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.06. Disposition of Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 5.07. Indenture Supplements for Replacements . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.08. Effect of Replacements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.09. Withholding Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.10. Lessee's Right of Quiet Enjoyment . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Article VI. The Owner Trustee and the Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.01. Acceptance of Trusts and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 6.02. Absence of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 6.03. No Representations or Warranties as to
the Equipment or Documents . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 6.04. No Segregation of Moneys; No Interest; Investments . . . . . . . . . . . . . . . . . 30
Section 6.05. Reliance; Agents; Advice of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 6.06. Not Acting in Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Article VII. Certain Limitations on Owner Trustee's and Indenture Trustee's Rights . . . . . . . . . . . . . . . 32

Article VIII. Successor Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.01. Notice of Successor Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.02. Resignation of Indenture Trustee; Appointment
of Successor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

Article IX. Supplements and Amendments to this Indenture and Other Documents . . . . . . . . . . . . . . . . . . 34
Section 9.01. Supplemental Indentures without Consent
of Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 9.02. Indenture Trustee Protected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 9.03. Request of Substance, Not Form . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 9.04. Documents Mailed to Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 9.05. Amendments, Waivers, Etc. of Other Documents . . . . . . . . . . . . . . . . . . . . 36
</TABLE>

ii
<PAGE> 4
TABLE OF CONTENTS (CONT'D)

<TABLE>
<CAPTION>
PAGE
----

<S> <C> <C>
Article X. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 10.01. Termination of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 10.02. No Legal Title to Indenture Estate in
Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 10.03. Sale of Equipment by Indenture Trustee
is Binding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 10.04. Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 10.05. Discontinuance of Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 10.06. Indenture and Equipment Notes for Benefit of
Owner Trustee, Indenture Trustee, Owner
Participant and Holders Only . . . . . . . . . . . . . . . . . . . . . . . 40
Section 10.07. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Section 10.08. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 10.09. Separate Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 10.10. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Section 10.11. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 10.12. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 10.13. Normal Commercial Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Section 10.14. No Recourse Against Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
||

EXHIBIT A - Form of Trust Indenture Supplement
EXHIBIT B - Terms of Equipment Notes
EXHIBIT C - Loan Participants
APPENDIX A - Definitions
ANNEX A - Amortization Schedule
</TABLE>

iii
<PAGE> 5
TRUST INDENTURE AND SECURITY AGREEMENT
(GATC TRUST NO. 96-1)

This TRUST INDENTURE AND SECURITY AGREEMENT (GATC Trust No.
96-1) dated as of August 28, 1996 (this "Indenture"), between First Security
Bank, N.A., a national banking association, not in its individual capacity,
except as otherwise expressly set forth in Section 6.03 hereof, but solely as
trustee under the Trust Agreement referred to below and any successor appointed
in accordance with the terms hereof and of the Trust Agreement (herein in such
trustee capacity called the "Owner Trustee"), and The First National Bank of
Chicago, a national banking association, as Indenture Trustee hereunder and any
successor appointed in accordance with the terms hereof (herein called the
"Indenture Trustee");

WITNESSETH:

WHEREAS, the Owner Participant and the Owner Trustee in its
individual capacity have entered into the Trust Agreement whereby, among other
things, (i) the Owner Trustee establishes a certain trust for the use and
benefit of the Owner Participant, subject, however, to the Indenture Estate
created pursuant hereto for the use and benefit of, and with the priority of
payment to, the holders of the Equipment Notes, and (ii) the Owner Trustee is
authorized and directed to execute and deliver this Indenture;

WHEREAS, the Owner Trustee and the Indenture Trustee desire by
this Indenture, among other things, (i) to provide for the issuance by the
Owner Trustee of the Equipment Notes, and (ii) to provide for the assignment,
mortgage and pledge by the Owner Trustee to the Indenture Trustee, as part of
the Indenture Estate hereunder, among other things, of, and the grant of a
security interest in, certain of the Owner Trustee's right, title and interest
in and to the Equipment and the Lease and certain payments and other amounts
received hereunder or thereunder, in accordance with the terms hereof, in
trust, as security for, among other things, the Owner Trustee's obligations for
the equal and ratable benefit of the holders of the Equipment Notes; and

WHEREAS, all things necessary to make this Indenture the
legal, valid and binding obligation of the Owner Trustee and the Indenture
Trustee, for the uses and purposes herein set forth, in accordance with its
terms, have been done and performed and have happened.

GRANTING CLAUSE

NOW, THEREFORE, THIS TRUST INDENTURE AND SECURITY AGREEMENT
WITNESSETH, that, to secure the prompt payment of the principal of and interest
and premium, if any, on and all other amounts due with respect to, the
Equipment Notes from time to time outstanding hereunder and the performance and
observance by the Owner Trustee of all the agreements, covenants and provisions
herein and in the Equipment Notes all for the benefit of the holders of the
Equipment Notes, and for the uses and purposes and subject

<PAGE> 6
to the terms and provisions hereof, and in consideration of the premises and of
the covenants herein contained, and of the acceptance of the Equipment Notes by
the Loan Participant, the Owner Trustee does hereby sell, assign, transfer,
convey, mortgage, pledge, and confirm unto the Indenture Trustee, its
successors and assigns, for the security and benefit of the holders of the
Equipment Notes from time to time, a first priority security interest in and
mortgage lien on all right, title and interest of the Owner Trustee in and to
the following described property, rights, interests and privileges insofar as
it does not constitute Excepted Property (which collectively, including all
property hereafter required to be subjected to the Lien of this Indenture by
any instrument supplemental hereto, but excluding Excepted Property, being
herein called the "Indenture Estate"), to wit:

(1) the Lease, including, without limitation, all amounts
of Basic Rent, Supplemental Rent, insurance proceeds and other
payments of any kind for or with respect to the Equipment, subject to
Lessee's rights under the Lease, including, without limitation,
Lessee's right of quiet enjoyment;

(2) the Equipment, the Replacement Units and all
substitutions therefor in which the Owner Trustee shall from time to
time acquire an interest under the Lease, all as more particularly
described in the Indenture Supplements and Lease Supplements executed
and delivered with respect to the Equipment or any such Replacement
Units or any substitutions therefor, as provided in this Indenture and
the Lease;

(3) all requisition proceeds with respect to the
Equipment or any Unit thereof (to the extent of the Owner Trustee's
interest therein pursuant to the terms of the Lease);

(4) all monies and securities now or hereafter paid or
deposited or required to be paid or deposited with the Indenture
Trustee pursuant to any term of this Indenture, the Lease or the
Participation Agreement or required to be held by the Indenture
Trustee hereunder or thereunder; and

(5) all proceeds of the foregoing.

Notwithstanding the foregoing provisions:

(a) there shall be excluded from the foregoing sale,
assignment, transfer, conveyance, mortgage, pledge or security
interest granted by this Indenture and from the Indenture Estate all
Excepted Property;

(b) (i) the Owner Trustee and the Owner Participant
shall at all times retain the right, to the exclusion of the Indenture
Trustee (A) to Excepted Property and to commence and prosecute an
action at law to obtain such Excepted Property and (B) to adjust Basic
Rent, the percentages relating to Stipulated Loss Value and
Termination

2
<PAGE> 7
Value and the Early Purchase Price and the Basic Term Purchase Price
as provided in Section 3.4 of the Lease and Section 2.6 of the
Participation Agreement; and

(ii) the Owner Trustee and the Indenture Trustee shall
each retain the right to receive from Lessee all notices,
certificates, reports, filings, opinions of counsel, copies of all
documents and all information which the Lessee is permitted or
required to give or furnish to the Lessor pursuant to the Lease or to
the Owner Trustee pursuant to any other Operative Agreement and to
exercise the inspection rights provided for in Section 13.2 of the
Lease, to give any notice of default under Section 15 of the Lease;
and

(c) the leasehold interest granted to the Lessee under
the Lease shall not be subject to the security interest granted by
this Indenture, and nothing in this Indenture shall affect the rights
of the Lessee under the Lease so long as no Lease Event of Default has
occurred and is continuing.

TO HAVE AND TO HOLD all and singular the aforesaid property
unto the Indenture Trustee, its successors and assigns, in trust for the
benefit and security of the holders of the Equipment Notes from time to time,
without any priority of any one Equipment Note over any other, and for the uses
and purposes, and subject to the terms and provisions, set forth in this
Indenture.

It is expressly agreed that anything herein contained to the
contrary notwithstanding, the Owner Trustee shall remain liable under each of
the Operative Agreements to which it is a party to perform all of the
obligations, if any, assumed by it thereunder, all in accordance with and
pursuant to the terms and provisions thereof, and the Indenture Trustee and the
holders of the Equipment Notes shall have no obligation or liability under any
of the Operative Agreements to which the Owner Trustee is a party by reason of
or arising out of this assignment, nor shall the Indenture Trustee (unless the
Indenture Trustee shall have become the "Lessor" under the Lease) or the
holders of the Equipment Notes be required or obligated in any manner to
perform or fulfill any obligations of the Owner Trustee under or pursuant to
any of the Operative Agreements to which the Owner Trustee is a party or,
except as herein expressly provided, to make any payment, or to make any
inquiry as to the nature or sufficiency of any payment received by it, or
present or file any claim, or take any action to collect or enforce the payment
of any amounts which may have been assigned to it or to which it may be
entitled at any time or times.

The Owner Trustee does hereby constitute the Indenture Trustee
the true and lawful attorney of the Owner Trustee, irrevocably, with full power
(in the name of the Owner Trustee or otherwise), to ask, require, demand,
receive, compound and give acquittance for any and all moneys and claims for
moneys due and to become due to the Owner Trustee (other than Excepted
Property), under or arising out of the Lease, or to endorse any checks or other
instruments or orders in connection therewith and to file any claims or take
any action or institute any proceedings which the Indenture Trustee may deem to
be necessary or advisable in the

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premises. The Owner Trustee has directed the Lessee to make all payments of
Rent (other than Excepted Property) payable to the Owner Trustee by the Lessee
and all other amounts which are required to be paid to or deposited with the
Owner Trustee pursuant to the Lease (other than Excepted Property) directly to
the Indenture Trustee at such address as the Indenture Trustee shall specify,
for application as provided in this Indenture. The Owner Trustee agrees that
promptly on receipt thereof, it will transfer to the Indenture Trustee any and
all moneys from time to time received by it constituting part of the Indenture
Estate, for distribution by the Indenture Trustee pursuant to this Indenture,
except that the Owner Trustee shall accept for distribution pursuant to the
Trust Agreement any amounts distributed to it by the Indenture Trustee as
expressly provided in this Indenture and any Excepted Property.

The Owner Trustee agrees that at any time and from time to
time, upon the written request of the Indenture Trustee, the Owner Trustee will
promptly and duly execute and deliver or cause to be executed and delivered any
and all such further instruments and documents as the Indenture Trustee may
reasonably deem to be necessary in order to obtain the full benefits of this
assignment and of the rights and powers herein granted.

The Owner Trustee does hereby warrant and represent that it
has not assigned or pledged, and hereby covenants that it will not assign or
pledge, so long as the assignment hereunder shall remain in effect, any of its
right, title or interest hereby assigned, to anyone other than the Indenture
Trustee, and that it will not (other than in respect of Excepted Property),
except as provided in or permitted by this Indenture, accept any payment from
the Lessee, enter into an agreement amending or supplementing any of the
Operative Agreements, execute any waiver or modification of, or consent under
the terms of any of the Operative Agreements (other than the Tax Indemnity
Agreement), settle or compromise any claim (other than claims in respect of
Excepted Property) against the Lessee arising under any of the Operative
Agreements, or submit or consent to the submission of any dispute, difference
or other matter arising under or in respect of any of the Operative Agreements,
to arbitration thereunder.

IT IS HEREBY COVENANTED AND AGREED by and between the parties
hereto as follows:

ARTICLE I.
DEFINITIONS

Section 1.01. Certain Definitions. Unless the context
otherwise requires, all capitalized terms used herein and not otherwise defined
shall have the meanings set forth in Appendix A hereto for all purposes of this
Indenture. All references to articles, sections, clauses, schedules and
appendices in this Indenture are to articles, sections, clauses, schedules and
appendices in and to this Indenture unless otherwise indicated.

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<PAGE> 9
ARTICLE II.
THE EQUIPMENT NOTES

Section 2.01. Form of Equipment Notes. The Equipment Notes
shall be substantially in the form set forth below:

_____% EQUIPMENT NOTE
SERIES [A/B]

(Secured by, among others, Lease Obligations of
General American Transportation Corporation)

Issued in Connection with certain Railroad Rolling Stock

No. ______ Chicago, Illinois
August 28, 1996
$________________

First Security Bank, N.A., not in its individual capacity, but
solely as owner trustee (herein in such capacity called the "Owner Trustee")
under that certain Trust Agreement (GATC Trust No. 96-1), dated as of August
28, 1996, as from time to time supplemented and amended (herein called the
"Trust Agreement"), between the Owner Trustee in its individual capacity and
the institution referred to therein as the "Owner Participant", hereby promises
to pay to ________________________________, or registered assigns, the
principal sum of $________________, in lawful currency of the United States of
America, in installments payable on the dates set forth in Exhibit A hereto,
commencing February 28, 1997 and thereafter to and including August 28, 20__
each such installment to be in an amount equal to the corresponding percentage
(if any) of the remaining principal amount hereof set forth in Exhibit A
hereto, together with interest thereon on the amount of such principal amount
remaining unpaid from time to time from and including the date hereof until
such principal amount shall be due and payable, payable on each August 28 and
February 28, commencing February 28, 1997, to the maturity date hereof at the
rate of ____% per annum (computed on the basis of a 360-day year of twelve
30-day months). Interest on any overdue principal and (to the extent legally
enforceable) on overdue interest shall be paid from the due date thereof at the
rate of ____% per annum (computed on the basis of a 360-day year of twelve
30-day months), payable on demand.

All payments of principal and interest and premium, if any, to
be made hereunder and under the Trust Indenture and Security Agreement (GATC
Trust No. 96-1), dated as of August 28, 1996 as from time to time amended and
supplemented (herein called the "Indenture", the defined terms therein not
otherwise defined herein being used herein with the same meanings), between the
Owner Trustee and The First National Bank of Chicago, as Indenture

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<PAGE> 10
Trustee thereunder for the holder of this Equipment Note and the holders of
other Equipment Notes outstanding thereunder (herein in such capacity called
the "Indenture Trustee") shall be made only from the income and proceeds from
the Indenture Estate and only to the extent that the Indenture Trustee shall
have sufficient income or proceeds from the Indenture Estate to make such
payments in accordance with the terms of Article III of the Indenture. Each
holder hereof, by its acceptance of this Equipment Note, agrees that it will
look solely to the income and proceeds from the Indenture Estate to the extent
available for distribution to the holder hereof as provided in the Indenture
and that none of the Owner Trustee, the Owner Participant, the Indenture
Trustee or their permitted successors and assigns is or shall be personally
liable to the holder hereof for any amount payable under this Equipment Note or
the Indenture or, except as expressly provided in the Participation Agreement
or the Indenture, for any liability under the Participation Agreement or (in
the case of the Owner Trustee or the Indenture Trustee) the Indenture.

Payments with respect to the principal amount hereof, premium,
if any, and interest thereon shall be payable in U.S. dollars in immediately
available funds at the principal bond and trustee administration office of the
Indenture Trustee, or as otherwise provided in the Indenture. Each such
payment shall be made on the date such payment is due and without any
presentment or surrender of this Equipment Note. Whenever the date scheduled
for any payment to be made hereunder or under the Indenture shall not be a
Business Day, then such payment need not be made on such scheduled date but may
be made on the next succeeding Business Day with the same force and effect as
if made on such scheduled date and (provided such payment is made on such next
succeeding Business Day) no interest shall accrue on the amount of such payment
from and after such scheduled date to the time of such payment on such next
succeeding Business Day.

Each holder hereof, by its acceptance of this Equipment Note,
agrees that each payment received by it hereunder shall be applied, first, to
the payment of accrued but unpaid interest on this Equipment Note then due,
second, to the payment of the unpaid principal amount of this Equipment Note
then due, third, to the payment of any premium then due, and fourth, to the
payment of the remaining outstanding principal amount of this Equipment Note;
provided, that the Owner Trustee may only prepay this Equipment Note as
provided in Sections 2.10, 3.02 and 3.03 of the Indenture.

This Equipment Note is one of the Equipment Notes referred to
in the Indenture which have been or are to be issued by the Owner Trustee
pursuant to the terms of the Indenture and relates to the Units described in
Lease Supplement No. __. The Indenture Estate is held by the Indenture Trustee
as security for the Equipment Notes. Reference is hereby made to the Indenture
for a statement of the rights of the holder of, and the nature and extent of
the security for, this Equipment Note, as well as for a statement of the terms
and conditions of the trusts created by the Indenture, to all of which terms
and conditions in the Indenture each holder hereof agrees by its acceptance of
this Equipment Note.

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<PAGE> 11
This Equipment Note is not subject to redemption or prepayment
except as provided in Sections 2.10, 3.02 and 3.03 of the Indenture. This
Equipment Note is subject to purchase by the Owner Trustee without a premium as
provided in Section 4.04(b) of the Indenture. The holder hereof, by its
acceptance of this Equipment Note, agrees to be bound by said provisions.

This Equipment Note is a registered Equipment Note and is
transferable, as provided in the Indenture, only upon surrender of this
Equipment Note for registration of transfer duly endorsed by, or accompanied by
a written statement of transfer duly executed by, the registered holder hereof
or his attorney duly authorized in writing. Prior to the due presentation for
registration of transfer of this Equipment Note, the Owner Trustee and the
Indenture Trustee may deem and treat the registered holder of this Equipment
Note as the absolute owner and holder hereof for the purpose of receiving
payment of all amounts payable with respect hereto and for all other purposes
and shall not be affected by any notice to the contrary.

THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT.
THIS EQUIPMENT NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

Unless the certificate of authentication hereon has been
executed by or on behalf of the Indenture Trustee by manual signature, this
Equipment Note shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.

In Witness Whereof, the Owner Trustee has caused this
Equipment Note to be executed by one of its authorized officers as of the date
hereof.

First Security Bank, N.A.,
not in its individual capacity,
but solely as Owner Trustee

By:_____________________________________

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<PAGE> 12
[FORM OF INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

This is one of the Equipment Notes referred to in the within-mentioned
Indenture.

The First National Bank of Chicago,
as Indenture Trustee

By:_____________________________________
Authorized Officer

[Here insert from Annex A, the related Amortization Schedule]

Section 2.02. Terms of Equipment Notes. There shall be
issued and delivered to the Loan Participant one Equipment Note for each Series
related to each Lease Supplement executed and delivered in respect of the Units
delivered on the Closing Date in the maturity, principal amount and bearing the
interest rate as set forth for such Series in Exhibit B hereto, and the
Equipment Notes related to each such Lease Supplement shall be in an aggregate
principal amount equal to that portion of the loan made by the Loan Participant
to the Owner Trustee pursuant to Section 2 of the Participation Agreement
relating to the Units under such Lease Supplement. Each such Equipment Note
shall evidence the loan made by the Loan Participant in connection with the
purchase of the Equipment by the Owner Trustee from the Lessee, each such
Equipment Note to be substantially in the form set forth in Section 2.01, with
deletions and insertions as appropriate, duly authenticated by the Indenture
Trustee and dated the Closing Date of the Equipment, and as having been issued
in connection with the Equipment under a related Lease Supplement.

The principal amount of and interest on each Equipment Note
issued pursuant to the provisions of this Indenture shall be payable as set
forth in the form thereof contained in Section 2.01 and Annex A. Interest
accrued on the Equipment Notes shall be computed on the basis of a 360-day year
of twelve 30-day months on the principal amount thereof remaining unpaid from
time to time from and including the date thereof to but excluding the date of
payment. The Owner Trustee shall furnish to the Indenture Trustee a copy of
each Equipment Note issued pursuant to the provisions of this Indenture. The
aggregate principal amount of Equipment Notes of any one Series which may be
outstanding at any one time shall be limited to the aggregate amount for such
Series set forth in Exhibit B hereto. The aggregate principal amount of all
Equipment Notes which may be outstanding at any one time shall be limited to
the aggregate amount set forth in Exhibit B hereto.

No Equipment Note shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose, unless it shall have been
authenticated by or on behalf of the Indenture Trustee by manual signature.

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Section 2.03. Payment from Indenture Estate Only. All
payments to be made under the Equipment Notes and this Indenture shall be made
only from the income and the proceeds from the Indenture Estate and only to the
extent that the Indenture Trustee shall have received sufficient income or
proceeds from the Indenture Estate to make such payments in accordance with the
terms of Article III hereof. Each holder of an Equipment Note, by its
acceptance of such Equipment Note, agrees that it will look solely to the
income and proceeds from the Indenture Estate to the extent available for
distribution to such holder as herein provided and that none of the Owner
Trustee, the Owner Participant, the Indenture Trustee or their permitted
successors and assigns is or shall be personally liable to the holder of any
Equipment Note for any amount payable under such Equipment Note or the
Indenture or, except as expressly provided in the Participation Agreement or
the Indenture, for any liability under the Participation Agreement or (in the
case of the Owner Trustee or the Indenture Trustee) the Indenture.

Section 2.04. Method of Payment. (a) The principal of and
premium, if any, and interest on each Equipment Note will be payable in U.S.
dollars in immediately available funds at the principal corporate trust
administration office of the Indenture Trustee or as otherwise directed in the
manner provided herein. Notwithstanding the foregoing or any provision in any
Equipment Note to the contrary, the Indenture Trustee will pay, or cause to be
paid, if so requested by any holder of an Equipment Note by written notice to
the Owner Trustee and the Indenture Trustee, all amounts payable by the Owner
Trustee hereunder to such holder or a nominee therefor either (i) by
transferring by wire in immediately available funds to an account maintained by
such holder with a bank in the United States the amount to be distributed to
such holder or (ii) by mailing a check denominated in U.S. dollars to such
holder at such address as such holder shall have specified in such notice, in
any case without any presentment or surrender of any Equipment Note, except
that the holder of an Equipment Note shall surrender such Equipment Note to the
Indenture Trustee upon payment in full of the principal amount of and interest
on such Equipment Note and such other sums payable to such holder hereunder or
under the Equipment Note.

(b) Whenever the date scheduled for any payment to be
made hereunder or under any Equipment Note shall not be a Business Day, then
such payment need not be made on such scheduled date but may be made on the
next succeeding Business Day with the same force and effect as if made on such
scheduled date and (provided such payment is made on such next succeeding
Business Day) no interest shall accrue on the amount of such payment from and
after such scheduled date to the time of such payment on such next succeeding
Business Day.

Section 2.05. Application of Payments to Principal Amount and
Interest. In the case of each Equipment Note, each payment of principal
thereof and premium, if any, and interest thereon shall be applied, first, to
the payment of accrued but unpaid interest on such Equipment Note then due
thereunder, second, to the payment of the unpaid principal amount of such
Equipment Note then due thereunder, third, to the payment of any premium then
due thereon and fourth, to the payment of the remaining outstanding principal
amount of such Equipment Note;

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<PAGE> 14
provided, that the Owner Trustee may only prepay such Equipment Note in
accordance with the provisions of Section 2.10, 3.02 and 3.03 hereof.

Section 2.06. Termination of Interest in Indenture Estate. A
holder shall have no further interest in, or other right with respect to, the
Indenture Estate when and if the principal amount of and interest on all
Equipment Notes held by such holder and all other sums payable to such holder
hereunder and under such Equipment Notes and under the Participation Agreement
shall have been paid in full.

Section 2.07. Transfer of Equipment Notes. The Indenture
Trustee shall maintain at its corporate trust administration office in Chicago,
Illinois or in the city in which the corporate trust office of a successor
Indenture Trustee is located, a register for the purpose of registering
transfers and exchanges of Equipment Notes. A holder of an Equipment Note
intending to transfer such Equipment Note to a new payee, or to exchange any
Equipment Note or Equipment Notes held by it for an Equipment Note or Equipment
Notes of a different denomination or denominations, may surrender such
Equipment Note or Equipment Notes to the Indenture Trustee at such principal
corporate trust administration office of the Indenture Trustee, together with a
written request from such holder for the issuance of a new Equipment Note or
Equipment Notes, specifying the denomination or denominations (each of which
shall be not less than $1,000,000 or a whole multiple thereof or such smaller
denomination as may be necessary due to the original issuance of Equipment
Notes of the applicable maturity in an aggregate principal amount not evenly
divisible by $1,000,000) of the same, and, in the case of a surrender for
registration of transfer, the name and address of the transferee or
transferees. Promptly upon receipt of such documents, the Owner Trustee will
issue, and the Indenture Trustee will authenticate, a new Equipment Note or
Equipment Notes in the same aggregate principal amount and dated the same date
or dates as, with the same payment schedule, in the form set forth in Section
2.01 in the same maturity and bearing the same interest rate as the Equipment
Note or Equipment Notes surrendered, in such denomination or denominations and
payable to such payee or payees as shall be specified in the written request
from such holder. All Equipment Notes issued upon any registration of transfer
or exchange of Equipment Notes shall be the valid obligations of the Owner
Trustee evidencing the same respective obligations, and entitled to the same
security and benefits under this Indenture, as the Equipment Notes surrendered
upon such registration of transfer or exchange. The Indenture Trustee shall
make a notation on each new Equipment Note or Equipment Notes of the amount of
all payments or prepayments of principal and interest previously made on the
old Equipment Note or Equipment Notes with respect to which such new Equipment
Note or Equipment Notes is or are issued. From time to time, the Indenture
Trustee will provide the Owner Trustee and the Lessee with such information as
it may request as to the registered holders of Equipment Notes. The Owner
Trustee shall not be required to exchange any surrendered Equipment Notes as
above provided during the 10-day period preceding the due date of any payment
on such Equipment Notes.

Prior to the due presentment for registration of transfer of
an Equipment Note, the Owner Trustee and the Indenture Trustee may deem and
treat the registered holder of such

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<PAGE> 15
Equipment Note as the absolute owner and holder of such Equipment Note for the
purpose of receiving payment of all amounts payable with respect to such
Equipment Note and for all other purposes and shall not be affected by any
notice to the contrary.

The Indenture Trustee will promptly notify the Owner Trustee
and the Lessee of each request for a registration of transfer of an Equipment
Note. The Indenture Trustee will promptly cancel and destroy all Equipment
Notes surrendered for transfer or exchange pursuant to this Section.

Section 2.08. Mutilated, Destroyed, Lost or Stolen Equipment
Notes. If any Equipment Note shall become mutilated, destroyed, lost or
stolen, the Owner Trustee shall, upon the written request of the holder of such
Equipment Note, issue, and the Indenture Trustee shall authenticate and deliver
in replacement thereof, a new Equipment Note in the form set forth in Section
2.01, payable to the same holder in the same principal amount, of the same
maturity, with the same payment schedule, bearing the same interest rate and
dated the same date as the Equipment Note so mutilated, destroyed, lost or
stolen. The Indenture Trustee shall make a notation on each new Equipment Note
of the amount of all payments or prepayments of principal and interest
theretofore made on the Equipment Note so mutilated, destroyed, lost or stolen
and the date to which interest on such old Equipment Note has been paid. If
the Equipment Note being replaced has become mutilated, such Equipment Note
shall be surrendered to the Indenture Trustee and forwarded to the Owner
Trustee by the Indenture Trustee. If the Equipment Note being replaced has
been destroyed, lost or stolen, the holder of such Equipment Note shall furnish
to the Owner Trustee and the Indenture Trustee such security or indemnity as
may be required by them to save the Owner Trustee and the Indenture Trustee
harmless and evidence satisfactory to the Owner Trustee and the Indenture
Trustee of the destruction, loss or theft of such Equipment Note and of the
ownership thereof.

Section 2.09. Payment of Transfer Taxes. Upon the transfer
of any Equipment Note or Equipment Notes pursuant to Section 2.07, the Owner
Trustee or the Indenture Trustee may require from the party requesting such new
Equipment Note or Equipment Notes payment of a sum to reimburse the Owner
Trustee or the Indenture Trustee for, or to provide funds for the payment of,
any tax or other governmental charge in connection therewith.

Section 2.10. Prepayments. (a) Each Equipment Note shall be
prepaid in whole or in part by the Owner Trustee on a Rent Payment Date (or, in
the circumstance provided in the last sentence of Section 10.3 of the Lease, on
a Determination Date) upon at least 25 days' prior notice from the Owner
Trustee (or the Lessee on its behalf) to the Indenture Trustee in the event
that the Lease as applicable to any Unit or Units related to such Equipment
Note is terminated pursuant to Section 10 thereof, at a price equal to the sum
of (i) as to principal thereof, an amount equal to the product obtained by
multiplying the unpaid principal amount of such Equipment Note as at the date
of such prepayment (after deducting therefrom the principal installment, if
any, due on or prior to the date of such prepayment) by a fraction, the
numerator of which shall be the Equipment Cost of such Unit or Units and the
denominator of which shall

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<PAGE> 16
be the aggregate Equipment Cost of all Units included in the Indenture Estate
under the related Indenture Supplement immediately prior to the date of such
prepayment, (ii) as to interest, the aggregate amount of interest accrued and
unpaid in respect of the principal amount to be prepaid pursuant to clause (i)
above on the date of such payment (after giving effect to the application of
any Basic Rent paid on or prior to the date of such prepayment) and (iii) if
prepaid prior to the Premium Termination Date, a premium in an amount equal to
the Make-Whole Amount, if any, applicable in respect of the principal amount to
be prepaid pursuant to clause (i) above on the date of such prepayment.

(b) Each Equipment Note shall be prepaid in whole or in
part by the Owner Trustee on a Rent Payment Date upon at least 25 days' prior
notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture
Trustee in connection with the occurrence of an Event of Loss or the deemed
occurrence of an Event of Loss pursuant to Section 9.1 of the Lease with
respect to any Unit or Units related to such Equipment Note if such Unit or
Units are not replaced pursuant to Section 11.2(i) of the Lease, or in the
event Lessee shall be required to settle for 15 or more Units on a
Determination Date pursuant to Section 11.2 of the Lease, such prepayment shall
be made on such Determination Date, at a price equal to the sum of (i) as to
principal thereof, an amount equal to the product obtained by multiplying the
aggregate unpaid principal amount of such Equipment Note as at such prepayment
date (after deducting therefrom the principal installment, if any, due on such
date) by a fraction, the numerator of which shall be the Equipment Cost of such
Unit or Units and the denominator of which shall be the aggregate Equipment
Cost of all Units included in the Indenture Estate under the related Indenture
Supplement immediately prior to such date, and (ii) as to interest, the
aggregate amount of interest accrued and unpaid in respect of the principal
amount to be prepaid pursuant to clause (i) above to but not including the date
of prepayment after giving effect to the application of any Basic Rent paid on
or prior to the date of such prepayment, but without the payment of any
Make-Whole Amount or other premium.

(c) Unless Lessee shall have elected pursuant to Section
6.9 of the Participation Agreement or Section 22.1 of the Lease to assume all
of the rights and obligations of the Owner Trustee under this Indenture in
respect of the Equipment Notes, each Equipment Note shall be prepaid in whole
or in part by the Owner Trustee on the Determination Date specified by Lessee
to Owner Trustee and Indenture Trustee in accordance with Section 6.9 of the
Participation Agreement or Section 22.1 of the Lease, as the case may be, in
the event that Lessee exercises the purchase option under Section 6.9 of the
Participation Agreement or Section 22.1 of the Lease, as the case may be, with
respect to any Unit or Units related to such Equipment Note, at a price equal
to the sum of (i) as to principal thereof, an amount equal to the product
obtained by multiplying the aggregate unpaid principal amount of such Equipment
Note as at the date of any prepayment under Section 6.9 of the Participation
Agreement or Section 22.1 of the Lease, as the case may be (after deducting
therefrom the principal installment, if any, due on the prepayment date) by a
fraction, the numerator of which shall be the Equipment Cost of such Unit or
Units to be purchased and the denominator of which shall be the aggregate
Equipment Cost of all Units included in the Indenture Estate under the related
Indenture Supplement immediately

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<PAGE> 17
prior to the date of such prepayment, (ii) as to interest, the aggregate amount
of interest accrued and unpaid in respect of the principal amount to be prepaid
pursuant to clause (i) above on the date of such prepayment after giving effect
to the application of any Basic Rent paid on or prior to the date of such
prepayment, and (iii) if prepaid prior to the Premium Termination Date
applicable to such Equipment Notes, a premium in an amount equal to the
aggregate Make-Whole Amount, if any, applicable in respect of the principal
amount to be prepaid pursuant to clause (i) above on the date of such payment.

(d) On the Refunding Date specified by the Lessee to the
Indenture Trustee in accordance with Section 10.2(f) of the Participation
Agreement, all Equipment Notes shall be prepaid in whole but not in part on
such Refunding Date, in the event of a refunding or refinancing pursuant to
Section 10.2 of the Participation Agreement, at a price in addition to any
other amounts due to the holders of the Equipment Notes under this Indenture
equal to the unpaid principal amount thereof together with accrued but unpaid
interest thereon, plus, if prepaid prior to the Premium Termination Date, a
premium in an amount equal to the Make-Whole Amount, if any.

(e) The Indenture Trustee shall give prompt notice of any
prepayment of any of the Equipment Notes to all holders of the Equipment Notes
as soon as the Indenture Trustee shall have knowledge that such prepayment is
expected to occur, which notice shall specify the Equipment Note or Notes to be
prepaid, the principal amount of such Equipment Note or Notes to be prepaid and
the expected date of prepayment which date shall be not less than 25 days after
the date of such notice.

Section 2.11. Equally and Ratably Secured. All Equipment
Notes at any time outstanding under this Indenture shall be equally and ratably
secured hereby without preference, priority or distinction on account of the
date or dates or the actual time or times of the issue or maturity of such
Equipment Notes so that all Equipment Notes at any time issued and outstanding
hereunder shall have the same rights, Liens and preferences under and by virtue
of this Indenture.

ARTICLE III.
RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME
FROM THE INDENTURE ESTATE; ASSUMPTION OF
OBLIGATIONS OF OWNER TRUSTEE BY THE LESSEE

Section 3.01. Basic Rent Distribution. Except as otherwise
provided in Section 3.03 or 3.05, each installment of Basic Rent, as well as
any installment of interest on overdue installments of Basic Rent and any other
moneys paid over by the Lessee or the Owner Trustee to the Indenture Trustee
for such purpose, shall be distributed by the Indenture Trustee as promptly as
possible (it being understood that any payments of Basic Rent received by the
Indenture Trustee on a timely basis and in accordance with the provisions of
Section 3.6 of the Lease shall be distributed on the date received in the funds
so received) in the following order of priority: first, so much of such
installment as shall be required for the purpose shall be

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distributed and paid to the holders of the Equipment Notes to pay in full the
aggregate amount of the payment or payments of principal, premium, if any, and
interest (as well as any interest on overdue principal or interest) then due,
such distribution to be made ratably, without priority of one over the other,
in the proportion that the amount of such payment or payments then due with
respect to each such Equipment Note bears to the aggregate amount of payments
then due under all such Equipment Notes; and second, the balance, if any, of
such installment remaining thereafter shall be distributed to the Owner Trustee
for distribution in accordance with the terms of the Trust Agreement. The
portion of each such installment distributed to a holder of an Equipment Note
shall be applied by such holder in payment of such Equipment Note in accordance
with the terms of Section 2.05.

Section 3.02. Payments in the Event of Prepayment. (a)
Except as otherwise provided in Section 3.03 or 3.05, in the event of any
prepayment of an Equipment Note or Notes, in whole or in part, in accordance
with the provisions of Section 2.10 any amount received shall in each case be
distributed and paid in the following order of priority: first, so much of
such amount as shall be required for the purpose of prepayment shall be
distributed and paid to the holders of such Equipment Note or Notes to pay the
aggregate amount of the payment of principal, premium, if any, and interest to
be prepaid on such Equipment Note or Notes pursuant to Section 2.10, such
prepayment to be made ratably to such Equipment Note or Notes to which such
prepayment relates, without priority of one over any other, in the proportion
that the amount to be prepaid on each such Equipment Note bears to the
aggregate amount to be paid on all such Equipment Notes; and second, the
balance, if any, of such amount remaining thereafter shall be distributed to
the Owner Trustee for distribution in accordance with the terms of the Trust
Agreement.

(b) Except as otherwise provided in Section 3.03 or 3.05
hereof, any amounts received directly or through the Lessee from any
governmental authority or other party pursuant to Section 11 of the Lease with
respect to any Unit as the result of an Event of Loss, to the extent that such
amounts are not at the time required to be paid to the Lessee pursuant to said
Section 11, and any amounts of insurance proceeds for damage to the Indenture
Estate received directly or though the Lessee from any insurer pursuant to
Section 12 of the Lease with respect thereto as the result of an Event of Loss,
to the extent such amounts are not at the time required to be paid to the
Lessee pursuant to said Section 12, shall be applied as provided in clause (a)
of this Section 3.02.

Section 3.03. Payments after Indenture Event of Default. (a)
Except as provided in Section 3.05, all payments received and amounts realized
by the Indenture Trustee after an Indenture Event of Default shall have
occurred and be continuing and after the Indenture Trustee has declared (as
assignee from the Owner Trustee of the Lease) the Lease to be in default
pursuant to Section 15 thereof or has declared the Equipment Notes to be
accelerated pursuant to Section 4.02, as the case may be, or has elected to
foreclose or otherwise exercise any remedies under this Indenture (including
any amounts realized by the Indenture Trustee from the exercise of any remedies
pursuant to Section 15 of the Lease, or Article IV), as well as all

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payments or amounts then held or thereafter received by the Indenture Trustee
as part of the Indenture Estate while such Indenture Event of Default shall be
continuing, shall be distributed forthwith by the Indenture Trustee in the
following order of priority:

First, so much of such payments or amounts as shall
be required to reimburse the Indenture Trustee for any fees which are
due and payable for its services under this Indenture and any tax,
expense (including reasonable attorney's fees) or other loss incurred
by the Indenture Trustee (to the extent reimbursable and not
previously reimbursed and to the extent incurred in connection with
its duties as Indenture Trustee) shall be distributed to the Indenture
Trustee;

Second, so much of such payments or amounts as shall
be required to reimburse the holders of the Equipment Notes for
payments made by them to the Indenture Trustee pursuant to Section
5.03 (to the extent not previously reimbursed), and to pay such
holders of the Equipment Notes the amounts payable to them pursuant to
the provisions of the Participation Agreement, shall be distributed to
such holders of the Equipment Notes, without priority of one over the
other, in accordance with the amount of the payment or payments made
by, or payable to, each such holder;

Third, so much of such payments or amounts remaining
as shall be required to pay the principal of, and premium, if any, to
the extent received from the Lessee as Supplemental Rent, and accrued
interest (to the date of distribution) on all Equipment Notes, payable
to the Loan Participant, then due and payable, whether by declaration
of acceleration pursuant to Section 4.02 or otherwise, and in case the
aggregate amount so to be distributed shall be insufficient to pay in
full the aforesaid amounts, then, ratably, without priority of one
over the other, in the proportion that the aggregate unpaid principal
amount of all Equipment Notes held by each such holder, plus the
accrued but unpaid interest thereon to the date of distribution, bears
to the aggregate unpaid principal amount of all Equipment Notes, plus
the accrued but unpaid interest thereon to the date of distribution;
and

Fourth, the balance, if any, of such payments or
amounts remaining thereafter shall be distributed to the Owner Trustee
for distribution in accordance with the terms of the Trust Agreement.

(b) Except as provided in Sections 3.03(a) and 3.05, if
an Indenture Default or Indenture Event of Default shall have occurred and be
continuing, the Indenture Trustee shall not make any distribution to the Owner
Trustee but shall hold amounts otherwise distributable to the Owner Trustee as
collateral security for the obligations secured hereby and invested as provided
in Section 6.04(b) until the earliest to occur of (a) the date on which such
Indenture Default or Indenture Event of Default shall have been cured or
waived, and (b) such acceleration occurs and such amounts are applied pursuant
to Section 3.03(a); provided, that if any amounts are held pursuant to this
Section 3.03(b) for a period of 180 days during which time the

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Equipment Notes could, but shall not have been, accelerated, then (x) all
amounts then held by the Indenture Trustee under this Section 3.03(b) with
respect to such Indenture Default or Indenture Event of Default which have been
so held for at least 90 days shall on the 181st day be distributed to the Owner
Trustee for distribution in accordance with the terms of the Trust Agreement
and (y) any such amounts which are being held pursuant to this Section 3.03(b)
with respect to such Indenture Default or Indenture Event of Default but which
have not been held for at least 90 days shall, on the 91st day following the
date on which such amount was initially received by the Indenture Trustee,
thereafter be distributed to the Owner Trustee for distribution in accordance
with the terms of the Trust Agreement.

Section 3.04. Other Payments. Except as otherwise provided
in Section 3.03 or 3.05, (a) any payments received by the Indenture Trustee for
which no provision as to the application thereof is made in the Lease or the
Participation Agreement or elsewhere in this Article III, and (b) all payments
received and amounts realized by the Indenture Trustee under the Lease or
otherwise with respect to the Equipment to the extent received or realized at
any time after payment in full of the principal of and interest and premium, if
any, on all Equipment Notes, as well as any other amounts remaining as part of
the Indenture Estate after payment in full of the principal of and interest and
premium, if any, shall be distributed forthwith by the Indenture Trustee in the
order of priority set forth in Section 3.03(a), except that in the case of any
payment described in clause (b) above, such payment shall be distributed
omitting clause "third" of such Section 3.03(a) on all Equipment Notes issued
hereunder.

Any payments received by the Indenture Trustee for which
provision as to the application thereof is made in the Lease or the
Participation Agreement but not elsewhere in this Indenture shall be applied to
the purposes for which such payments were made in accordance with the
provisions of the Lease or the Participation Agreement, as the case may be.

Section 3.05. Distribution of Excepted Property. All amounts
constituting Excepted Property received by the Indenture Trustee shall be paid
promptly by the Indenture Trustee to the Person or Persons entitled thereto.

Section 3.06. Assumption of Obligations of Owner Trustee by
the Lessee. In the event that the Lessee shall have elected to assume all of
the rights and obligations of the Owner Trustee under this Indenture in respect
of the Equipment Notes on a full recourse basis in connection with the purchase
by the Lessee of Units pursuant to Section 6.9 of the Participation Agreement
or Section 22.1 of the Lease and, if on or prior to the applicable purchase
date:

(a) The Lessee shall have delivered to the Indenture
Trustee and the Owner Trustee a certificate, dated the date of such
purchase, of a Responsible Officer of the Lessee stating that the
Lessee has paid to the Owner Trustee all amounts required to be paid
to the Owner Trustee pursuant to Section 3.3 of the Lease in
connection with such purchase and assumption;

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(b) no Indenture Default shall have occurred and be
continuing immediately subsequent to such purchase or assumption after
giving effect to the indenture supplement referred to below and the
Indenture Trustee and the Owner Trustee shall have received a
certificate, dated the date of such purchase, of a Responsible Officer
of the Lessee to such effect;

(c) the Indenture Trustee shall have received, on or
prior to the date of such purchase, evidence of all filings,
recordings and other action referred to in the Opinion or Opinions of
Counsel referred to below;

(d) the Indenture Trustee and the Owner Trustee shall
have received an Opinion or Opinions of Counsel for the Lessee, dated
the date of such purchase which without unusual qualification and
permitting reliance on proposed Treasury Regulations shall be to the
effect that, after giving effect to the indenture supplement referred
to below:

(i) this Indenture, the indenture supplement
referred to below and the Equipment Notes issued thereunder
each constitutes the legal, valid and binding obligation of
the Lessee, enforceable against the Lessee in accordance with
their respective terms, except as the same may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the rights of creditors generally
and by general principles of equity, and except as limited by
applicable laws which may affect the remedies provided for in
this Indenture, which laws, however, do not in the opinion of
such counsel make the remedies provided for in this Agreement
inadequate for the practical realization of the rights and
benefits provided for in this Indenture;

(ii) all filings and recordings and other action
necessary or appropriate to protect the interests of the
Indenture Trustee in the Units to be so purchased by the
Lessee have been accomplished;

(iii) no holder of Equipment Notes will be required
to recognize gain or loss for tax purposes in connection with
such assumption; and

(iv) covering such other matters as the Indenture
Trustee shall reasonably request that are customary for
transactions of this type; and

(e) upon delivery of an indenture supplement giving
effect to such assumption reasonably satisfactory to the Indenture
Trustee and execution and delivery of Equipment Notes reflecting such
assumption, each dated the date of such purchase;

then, automatically and without the requirement of further action by any
Person, effective as of the date of such purchase, the Owner Trustee shall be
released from all of its obligations under

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<PAGE> 22
the Equipment Notes and under this Indenture in respect of the Equipment Notes
or otherwise (other than any obligations or liabilities of the Owner Trustee in
its individual capacity incurred on or prior to the date of such purchase or
arising out of or based upon events occurring on or prior to the date of such
purchase, which obligations and liabilities shall remain the sole
responsibility of the Owner Trustee) and the Lien of this Indenture upon the
sale proceeds paid or payable to the Owner Trustee shall be discharged. If
requested by the Owner Trustee, the Indenture Trustee shall execute and deliver
an instrument, in form and substance satisfactory to the Owner Trustee,
confirming such release and discharge. In the event that the affected Owner
Participant under Section 6.9 of the Participation Agreement holds less than
100% of the Beneficial Interest and the Lessee is therefore purchasing less
than all the Units pursuant to said Section 6.9 or the Lessee elects to
purchase less than all of the Units pursuant to Section 22.1 of the Lease, as
the case may be, the assumption by the Lessee of the rights and obligations of
the Owner Trustee under this Indenture in respect of that portion of the
indebtedness evidenced by the Equipment Notes which relates to such purchased
Units shall be made on the same terms and conditions as are described in
clauses (a) through (e) above except that (x) the opinion under clause (d)
above shall be appropriately modified to reflect such partial assumption of
indebtedness, and (y) the indenture supplement shall provide for a wholly new
and separate indenture between the Lessee and the Indenture Trustee for that
portion of such indebtedness evidenced by the Equipment Notes which is to be
assumed by the Lessee and secured by the Units to be purchased; and this
Indenture shall thereafter relate only to that portion of the indebtedness
evidenced by the Equipment Notes remaining outstanding under this Indenture
after such assumption.

ARTICLE IV.
REMEDIES OF THE INDENTURE TRUSTEE UPON AN INDENTURE
EVENT OF DEFAULT

Section 4.01. Indenture Events of Default. The following
events shall constitute "Indenture Events of Default" and each such Indenture
Event of Default shall be deemed to exist and continue so long as, but only so
long as, it shall not have been remedied:

(a) subject to Section 4.04(a), a Lease Event of
Default (other than a Lease Event of Default by reason of a default by
the Lessee to pay any amounts which are part of the Excepted
Property); or

(b) default by the Owner Trustee in making any
payment when due of principal of, premium, if any, or interest on, any
Equipment Note or Equipment Notes, and the continuance of such default
unremedied for 10 Business Days after the same shall have become due
and payable; or

(c) any failure by the Owner Trustee or the Owner
Participant to observe or perform any covenant or obligation of them
or any of them, in this Indenture or the Equipment Notes (other than
as set forth in clause (b) above) or in the Participation

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Agreement, if such failure is not remedied within a period of 30 days
after there has been given to the Owner Trustee, the Owner Participant
and the Lessee by the Indenture Trustee or by any holder of an
Equipment Note a written notice specifying such failure and requiring
it to be remedied; or

(d) any representation or warranty made by the
Owner Trustee or the Owner Participant under the Participation
Agreement, or by the Owner Trustee hereunder, or by any representative
of the Owner Trustee or the Owner Participant in any document or
certificate furnished to the Indenture Trustee or the Loan Participant
in connection herewith or therewith or pursuant hereto or thereto,
shall prove at any time to have been incorrect in any material respect
as of the date made and such incorrectness shall remain material and
continue unremedied for a period of 30 days after there has been given
to the Owner Trustee and the Owner Participant a written notice
specifying such incorrectness, stating that such incorrectness is a
default hereunder and requiring it to be remedied by the Indenture
Trustee or by any holder of an Equipment Note; or

(e) the Owner Trustee (as Owner Trustee and not
in its individual capacity) or the Owner Participant shall consent to
the appointment of a custodian, receiver, trustee or liquidator of
itself or of a substantial part of its property or shall make a
general assignment for the benefit of creditors; or

(f) the Owner Trustee (as Owner Trustee and not
in its individual capacity) or the Owner Participant shall file, or
consent by answer or otherwise to the filing against it of, a petition
for relief or reorganization or arrangement or any other petition in
bankruptcy, for liquidation or to take advantage of any bankruptcy or
insolvency law of any jurisdiction; or

(g) an order, judgment or decree shall be entered
by any court of competent jurisdiction appointing, without the consent
of the Owner Trustee (as Owner Trustee and not in its individual
capacity) or the Owner Participant, a receiver, trustee or liquidator
of the Indenture Estate, the Owner Trustee (as Owner Trustee and not
in its individual capacity) or the Owner Participant, or of any
substantial part of its property, or granting any order for relief in
respect of the Owner Trustee (as Owner Trustee and not in its
individual capacity) or the Owner Participant under the Federal
bankruptcy laws, and any such order, judgment or decree of appointment
shall remain in force undismissed, unstayed or unvacated for a period
of 60 days after the date of entry thereof; or

(h) a petition against the Owner Trustee (as
Owner Trustee and not in its individual capacity) or the Owner
Participant, in a proceeding under the Federal bankruptcy laws or
other insolvency law, as now or hereafter in effect, shall be filed
and shall not be withdrawn or dismissed within 60 days thereafter, or
if, under the provisions of any law providing for reorganization or
winding-up of corporations which may apply to the Owner Trustee (as
Owner Trustee and not in its individual capacity) or the Owner

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Participant, any court of competent jurisdiction shall assume
jurisdiction, custody or control of the Indenture Estate, the Owner
Trustee (as Owner Trustee and not in its individual capacity) or the
Owner Participant or of any substantial part of its property and such
jurisdiction, custody or control shall remain in force unrelinquished,
unstayed or unterminated for a period of 60 days.

Notwithstanding any provision herein to the contrary, if an Indenture Event of
Default described in clause (e), (f), (g) or (h) of this Section 4.01 results
solely from the bankruptcy, reorganization, compromise, arrangement,
insolvency, readjustment of debt, dissolution or liquidation of Owner Trustee
solely in its individual capacity, and can be cured by the appointment of a
substitute Owner Trustee without adversely affecting the rights of the
Indenture Trustee hereunder, then Indenture Trustee shall refrain from the
exercise of any of the rights, powers or remedies pursuant to this Article IV
for a period of 45 days provided Owner Participant is diligently seeking to,
and does replace the bank or trust company then serving as Owner Trustee which
replacement shall be deemed to cure such Indenture Event of Default.

Section 4.02. Acceleration; Rescission and Annulment. If an
Indenture Event of Default occurs and is continuing, the Indenture Trustee may,
and upon the directions of a Majority in Interest shall, subject to Section
4.04, declare the unpaid principal amount of all Equipment Notes then
outstanding and accrued interest thereon to be due and payable, it being agreed
that no Make-Whole Amount or other premium should be payable in such event. At
any time after the Indenture Trustee has declared the unpaid principal amount
of all Equipment Notes then outstanding to be due and payable and prior to the
sale of any of the Indenture Estate pursuant to this Article IV, a Majority in
Interest, by written notice to the Owner Trustee, the Lessee and the Indenture
Trustee, may rescind and annul such declaration and thereby annul its
consequences if: (i) there has been paid to or deposited with the Indenture
Trustee an amount sufficient to pay all overdue installments of interest on the
Equipment Notes, and the principal on any Equipment Notes that has become due
otherwise than by such declaration of acceleration, (ii) the rescission would
not conflict with any judgment or decree, and (iii) all other Indenture
Defaults and Indenture Events of Default, other than nonpayment of principal or
interest on the Equipment Notes that have become due solely because of such
acceleration, have been cured or waived.

Section 4.03. Remedies with Respect to Indenture Estate. (a)
After an Indenture Event of Default shall have occurred and so long as such
Indenture Event of Default shall be continuing, then and in every such case the
Indenture Trustee, as assignee hereunder of the Lease or as mortgagee hereunder
of the Equipment or otherwise, may, and when required pursuant to the
provisions of Article V hereof shall, subject to Sections 4.04 and 4.05,
exercise any or all of the rights and powers and pursue any and all of the
remedies pursuant to Section 15 of the Lease and this Article IV and may
recover judgment in its own name as Indenture Trustee against the Indenture
Estate and may take possession of all or any part of the Indenture Estate, and
may exclude the Owner Trustee and the Owner Participant and all persons
claiming under any of them wholly or partly therefrom; provided, however, that
nothing in this Indenture shall permit or

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require the Indenture Trustee to take any action contrary to, or to disturb,
the Lessee's rights under the Lease, except in accordance with the provisions
of the Lease.

(b) Subject to Section 4.04 and Section 4.05, the
Indenture Trustee may, if at the time such action may be lawful and always
subject to compliance with any mandatory legal requirements, either with or
without taking possession, and either before or after taking possession, and
without instituting any legal proceedings whatsoever, and having first given
notice of such sale by registered mail to the Owner Trustee, the Owner
Participant and the Lessee once at least 20 days prior to the date of such sale
or the date on which the Indenture Trustee enters into a binding contract for a
private sale, and any other notice which may be required by law, sell and
dispose of the Indenture Estate, or any part thereof, or interest therein, at
public auction to the highest bidder or at private sale in one lot as an
entirety or in separate lots, and either for cash or on credit and on such
terms as the Indenture Trustee may determine, and at any place (whether or not
it be the location of the Indenture Estate or any part thereof) and time
designated in the notice above referred to; provided, however, that,
notwithstanding any provision herein to the contrary, the Indenture Trustee
shall not sell any of the Indenture Estate or exercise any other remedies which
would result in the exclusion of the Owner Trustee from the Indenture Estate or
any part thereof unless a declaration of acceleration has been made pursuant to
Section 4.02; provided further, that, in the event the circumstances
contemplated by Section 4.04(c) exist, the Indenture Trustee shall not be
allowed to deliver the notice required by this Section 4.03(b) (x) until the
earlier of (1) such time as such circumstances no longer exist or (2) the
expiration of the 90 day period set forth in Section 4.04(c) or (y) if the
circumstances contemplated by the second proviso of Section 4.04(c) then exist.
Any such public sale or sales may be adjourned from time to time by
announcement at the time and place appointed for such sale or sales, or for any
such adjourned sale or sales, without further notice, and the Indenture Trustee
or the holder or holders of any Equipment Notes, or any interest therein, may
bid and become the purchaser at any such public sale. The Indenture Trustee
may exercise such right without possession or production of the Equipment Notes
or proof of ownership thereof, and as representative of the holders may
exercise such right without including the holders as parties to any suit or
proceeding relating to foreclosure of any property in the Indenture Estate.
The Owner Trustee hereby irrevocably constitutes the Indenture Trustee the true
and lawful attorney-in-fact of the Owner Trustee (in the name of the Owner
Trustee or otherwise) for the purpose of effectuating any sale, assignment,
transfer or delivery for enforcement of the Lien of this Indenture, whether
pursuant to foreclosure or power of sale or otherwise, to execute and deliver
all such bills of sale, assignments and other instruments as the Indenture
Trustee may consider necessary or appropriate, with full power of substitution,
the Owner Trustee hereby ratifying and confirming all that such attorney or any
substitute shall lawfully do by virtue hereof. Nevertheless, if so requested
by the Indenture Trustee or any purchaser, the Owner Trustee shall ratify and
confirm any such sale, assignment, transfer or delivery, by executing and
delivering to the Indenture Trustee or such purchaser all bills of sale,
assignments, releases and other proper instruments to effect such ratification
and confirmation as may be designated in any such request.

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(c) Subject to Section 4.04 and Section 4.05, the Owner
Trustee agrees, to the fullest extent that it lawfully may, that, in case one
or more of the Indenture Events of Default shall have occurred and be
continuing, then, in every such case, the Indenture Trustee may take possession
of all or any part of the Indenture Estate and may exclude the Owner Trustee
and the Owner Participant and all persons claiming under any of them wholly or
partly therefrom. At the request of the Indenture Trustee, the Owner Trustee
shall promptly execute and deliver to the Indenture Trustee such instruments of
title and other documents as the Indenture Trustee may deem necessary or
advisable to enable the Indenture Trustee or an agent or representative
designated by the Indenture Trustee, at such time or times and place or places
as the Indenture Trustee may specify, to obtain possession of all or any part
of the Indenture Estate. If the Owner Trustee shall fail for any reason to
execute and deliver such instruments and documents to the Indenture Trustee,
the Indenture Trustee may pursue all or part of the Indenture Estate wherever
it may be found and may enter any of the premises of the Lessee wherever the
Indenture Estate may be or be supposed to be and search for the Indenture
Estate and, subject to Section 4.04 and Section 4.05, take possession of and
remove the Indenture Estate. Upon every such taking of possession, the
Indenture Trustee may, from time to time, at the expense of the Indenture
Estate, make all such expenditures for maintenance, insurance, repairs,
replacements, alterations, additions and improvements to any of the Indenture
Estate, as it may deem proper. In each such case, the Indenture Trustee shall
have the right to use, operate, store, control or manage the Indenture Estate,
and to carry on the business and to exercise all rights and powers of the Owner
Trustee relating to the Indenture Estate, as the Indenture Trustee shall deem
best, including the right to enter into any and all such agreements with
respect to the maintenance, operation, leasing or storage of the Indenture
Estate or any part thereof as the Indenture Trustee may determine; and the
Indenture Trustee shall be entitled to collect and receive all tolls, rents,
revenues, issues, income, products and profits of the Indenture Estate and
every part thereof, without prejudice, however, to the right of the Indenture
Trustee under any provision of this Indenture to collect and receive all cash
held by, or required to be deposited with, the Indenture Trustee hereunder.
Such tolls, rents, revenues, issues, income, products and profits shall be
applied to pay the expenses of holding and operating the Indenture Estate and
of conducting the business thereof, and of all maintenance, repairs,
replacements, alterations, additions and improvements, and to make all payments
which the Indenture Trustee may be required or may elect to make, if any, for
taxes, assessments, insurance or other proper charges upon the Indenture Estate
or any part thereof (including the employment of engineers and accountants to
examine, inspect and make reports upon the properties and books and records of
the Indenture Estate), and all other payments which the Indenture Trustee may
be required or authorized to make under any provision of this Indenture, as
well as just and reasonable compensation for the services of the Indenture
Trustee, and of all persons properly engaged and employed by the Indenture
Trustee, including the reasonable expenses of the Indenture Trustee.

(d) If an Indenture Event of Default occurs and is
continuing and the Indenture Trustee shall have obtained possession of a Unit,
the Indenture Trustee shall not be obligated to use or operate such Unit or
cause such Unit to be used or operated directly or indirectly by itself or
through agents or other representatives or to lease, license or otherwise
permit or provide for

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the use or operation of such Unit or Equipment by any other Person unless (i)
the Indenture Trustee shall have been able to obtain insurance in kinds, at
rates and in amounts satisfactory to it in its discretion to protect the
Indenture Estate and the Indenture Trustee, as trustee and individually,
against any and all liability for loss or damage to such Unit and for public
liability and property damage resulting from use or operation of such Unit and
(ii) funds are available in the Indenture Estate to pay for all such insurance
or, in lieu of such insurance, the Indenture Trustee is furnished with
indemnification from the holders of the Equipment Notes or any other Person
upon terms and in amounts satisfactory to the Indenture Trustee in its
discretion to protect the Indenture Estate and the Indenture Trustee, as
trustee and individually, against any and all such liabilities.

(e) Notwithstanding anything contained herein, so long as
the Pass Through Trustee under any Pass Through Trust Agreement is the
registered holder of any Equipment Note issued hereunder, the Indenture Trustee
is not authorized or empowered to acquire title to any Indenture Estate or take
any action with respect to any Indenture Estate so acquired by it if such
acquisition or action would cause the trust created by the Trust Agreement or
the Pass Through Trust Agreement to fail to qualify as a "grantor trust" for
federal income tax purposes.

Section 4.04. Right to Cure; Option to Purchase; Etc.

(a) Right to Cure. (A) If there shall occur a Lease
Event of Default in respect of the payment of Basic Rent pursuant to Section
14(a) of the Lease, then as long as no other Indenture Event of Default (other
than arising from such failure to pay Basic Rent or which is concurrently being
cured pursuant to this Section 4.04(a)) shall have occurred and be continuing
the Owner Participant or the Owner Trustee may (but need not) pay to the
Indenture Trustee, at any time prior to the expiration of a period of 10
Business Days (a "10-Day Period") after receiving written notice of such
default from the Indenture Trustee (prior to the expiration of which 10-Day
Period the Indenture Trustee shall not declare the Lease in default pursuant to
Section 15 thereof or exercise any of the rights, powers or remedies pursuant
to such Section 15 or this Article IV), an amount equal to the full amount of
such payment of Basic Rent, together with any interest due thereon on account
of the delayed payment thereof, and such payment by the Owner Participant or
the Owner Trustee shall be deemed to cure any Indenture Event of Default which
arose from such failure of the Lessee (but such cure shall not relieve the
Lessee of any of its obligations and shall not cure any other Indenture Event
of Default) or (B) if there shall occur a Lease Event of Default in respect of
any other payment of Rent (other than Basic Rent) or a Lease Event of Default
shall have occurred and be continuing, which Lease Event of Default is curable
by the payment of money (it being understood that actions such as the obtaining
of insurance or the procuring of maintenance services can be so effected), then
as long as no other Indenture Event of Default (other than arising from such
Lease Event of Default or which is concurrently being cured pursuant to this
Section 4.04(a)) shall have occurred and be continuing the Owner Participant or
the Owner Trustee may (but need not) pay to the Indenture Trustee, at any time
prior to the expiration of a period of 30 days (a "30-Day Period") after
receiving written notice of such Lease Event of Default from the Indenture
Trustee (prior to the

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expiration of which 30-Day Period the Indenture Trustee shall not declare the
Lease in default pursuant to Section 15 thereof or exercise any of the rights,
powers or remedies pursuant to such Section 15 or this Article IV), an amount
equal to the full amount of such payment of Rent, together with any interest
due thereon on account of the delayed payment thereof or otherwise make such
payment as shall effect such cure, and such payment by the Owner Participant or
the Owner Trustee shall be deemed to cure any Indenture Event of Default which
arose from such Lease Event of Default (but such cure shall not relieve the
Lessee of any of its obligations); provided however, Owner Participant and
Owner Trustee, collectively, shall not be entitled to (x) cure more than three
consecutive or six total defaults in the payment of Basic Rent, or (y) cure
other Lease Events of Default if the outstanding amount which has been paid by
the Owner Participant or the Owner Trustee and not reimbursed to such parties
by the Lessee pursuant to this clause (y) exceeds in the aggregate $3,000,000.
Upon any cure by the Owner Participant or the Owner Trustee in accordance with
the first sentence of this Section 4.04(a), the Owner Participant or the Owner
Trustee shall, to the extent of their respective payments, be subrogated to the
rights of the Indenture Trustee, as assignee hereunder of the Owner Trustee to
receive such payment of Rent (and any interest due thereon on account of the
delayed payment thereof) or right of reimbursement, and shall be entitled to
receive such payment upon its receipt by the Indenture Trustee as aforesaid
(but in each case only if all amounts of principal and interest at the time due
and payable on the Equipment Notes shall have been paid in full); provided that
neither the Owner Participant nor the Owner Trustee shall attempt to recover
any such amount paid by it on behalf of the Lessee pursuant to this Section
4.04(a) except by demanding of the Lessee payment of such amount or by
prosecuting an action against the Lessee to require the payment of such amount;
provided further, that with respect to any amounts advanced by and owing to the
Owner Trustee and the Owner Participant, the Owner Trustee and the Owner
Participant shall be expressly subordinated to the right of the holders of the
Equipment Notes to receive any and all amounts then due and owing on the
Equipment Notes prior to any payment from the Lessee to the Owner Trustee or
the Owner Participant.

(b) Option to Purchase Equipment Notes. In the event
that (i) at any time one or more Lease Events of Default shall have occurred
and any such Lease Event of Default shall have continued for a period of 180
days or more during which time the Equipment Notes could, but shall not, have
been accelerated pursuant to Section 4.02, (ii) the Equipment Notes shall have
been accelerated pursuant to Section 4.02 or (iii) the Indenture Trustee, as
assignee hereunder of the Lease, shall have declared the Lease to be in default
and shall have commenced the exercise of any additional remedy in respect of
the Units under the Lease, then and in any such case, upon 30 days' notice
(which notice shall be irrevocable) from the Owner Trustee to the Indenture
Trustee designating a date of purchase (the "Purchase Date") which shall be a
Determination Date, each holder of an Equipment Note will be obligated to, upon
and subject to receipt by the Indenture Trustee from the Owner Trustee or its
nominee of an amount equal to the aggregate unpaid principal amount of all
Equipment Notes, together with accrued interest thereon to the Purchase Date,
plus all other sums then due and payable to such holder of an Equipment Note
hereunder, but without any Make-Whole Amount or other premium, forthwith sell,
assign, transfer and convey to the Owner Trustee or its nominee on the Purchase
Date all of the right,

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title and interest of such holder in and to the Equipment Notes then held by
such holder, and the Owner Trustee or its nominee shall assume all of such
holder's obligations under the Participation Agreement; provided that the Owner
Trustee or its nominee must purchase all and not less than all of the Equipment
Notes then outstanding. During such 30-day notice period, the Indenture
Trustee shall not exercise any of the rights, remedies or powers pursuant to
Section 15 of the Lease or this Article IV, so long as the Owner Participant
(or any nominee of the Owner Participant reasonably acceptable to the Indenture
Trustee) has notified the Indenture Trustee that the notice so provided by the
Owner Trustee or its nominee pursuant to this Section 4.04(b) constitutes the
binding obligation of the Owner Trustee or its nominee to purchase the
Equipment Notes.

(c) Restrictions on Certain Actions. Notwithstanding any
provision of this Indenture to the contrary, the Indenture Trustee shall not
foreclose the Lien of this Indenture or otherwise exercise remedies hereunder
which would result in the exclusion of the Owner Trustee from the Indenture
Estate or any part thereof as a result of an Indenture Event of Default that
constitutes or occurs solely by virtue of one or more Lease Events of Default
(at a time when no other Indenture Event of Default unrelated to any Lease
Event of Default shall have occurred and be continuing) unless the Indenture
Trustee as security assignee of the Owner Trustee has proceeded or is then
currently proceeding, to the extent it is then entitled to do so hereunder and
under the Lease and is not then stayed or otherwise prevented from doing so by
operation of law, to exercise one (or more, as it shall in its good faith
discretion determine) of the comparable remedies provided for in Section 15 of
the Lease with respect to the Equipment, provided that in the event the
Indenture Trustee shall be so stayed or otherwise prevented from exercising
such remedies under the Lease, it shall in any event refrain from so
foreclosing or exercising such other remedies hereunder for a period of not
less than 90 days, and further provided that in the event the Lessee as debtor
in a proceeding under Chapter 11 of the Bankruptcy Code (or any trustee
appointed for the Lessee as debtor in any such bankruptcy case) shall have
assumed the Lease with the approval of the bankruptcy court having jurisdiction
over such case, under Section 365 of the Bankruptcy Code or any amended or
successor version thereof, and no Lease Event of Default other than as
specified in Section 14(g) or Section 14(h) of the Lease has occurred and is
continuing and no Indenture Event of Default unrelated to a Lease Event of
Default occurring solely pursuant to Section 14(g) or 14(h) of the Lease shall
have occurred and be continuing, the Indenture Trustee shall refrain from so
foreclosing or exercising such other remedies hereunder. Nothing in this
Section 4.04(c) shall prevent the Indenture Trustee from foreclosing or
exercising such other remedies hereunder to the extent the Lessee fails to
comply with any provisions of any order issued in connection with the
assumption of the Lease.

Section 4.05. Rights of Lessee. Notwithstanding the
provisions of this Indenture, including, without limitation, Section 4.03, so
long as no Lease Event of Default shall have occurred and be continuing,
neither the Indenture Trustee nor the Owner Trustee shall take any action
contrary to, or disturb, the Lessee's rights under the Lease, except in
accordance with the provisions of the Lease, including, without limitation, (i)
the right to receive all monies due and

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<PAGE> 30
payable to it in accordance with the provisions of the Lease and (ii) the
Lessee's rights to possession and use of, and of quiet enjoyment of, the
Equipment.

Section 4.06. Waiver of Existing Defaults. A Majority in
Interest by notice to the Indenture Trustee on behalf of all holders of the
Equipment Notes may waive any past default hereunder and its consequences,
except a default: (i) in the payment of the principal of, premium, if any, or
interest on any Equipment Note, or (ii) in respect of a covenant or provision
hereof which under Article IX hereof cannot be modified or amended without the
consent of the holder of each Equipment Note affected. Upon any such waiver,
such default shall cease to exist, and any Indenture Event of Default arising
therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

ARTICLE V.
DUTIES OF THE INDENTURE TRUSTEE

Section 5.01. Action upon Indenture Event of Default. If any
payments of Basic Rent or payments of the principal or interest or premium, if
any, on the Equipment Notes due and payable on any Rent Payment Date shall not
have been paid in full on such Rent Payment Date, the Indenture Trustee shall
give telephonic notice within one Business Day (followed by prompt written
notice) to the Owner Trustee, the Owner Participant, the Loan Participant and
the Lessee specifying the amount and nature of such deficiency in payment. In
the event the Indenture Trustee shall have knowledge of an Indenture Event of
Default or an Indenture Default, the Indenture Trustee shall give prompt notice
of such Indenture Event of Default or Indenture Default to the Lessee, the
Owner Trustee, the Owner Participant and the Loan Participant by telegram,
facsimile, or telephone (to be promptly confirmed in writing). In the event
the Owner Trustee shall have knowledge of an Indenture Event of Default or an
Indenture Default, the Owner Trustee shall give notice of such Indenture Event
of Default or Indenture Default in the same manner to the Lessee, the Indenture
Trustee, the Owner Participant and the Loan Participant. Subject to the terms
of Section 5.03, the Indenture Trustee shall take such action, or refrain from
taking such action, with respect to such Indenture Event of Default or
Indenture Default as the Indenture Trustee shall be instructed in writing by a
Majority in Interest. If the Indenture Trustee shall not have received
instructions as above provided within 20 days after the mailing of notice of
such Indenture Event of Default or such Indenture Default to the Loan
Participant by the Indenture Trustee, the Indenture Trustee may, but shall not
be obligated to, take such action, or refrain from taking such action, with
respect to such Indenture Event of Default or Indenture Default as it shall
determine to be advisable in the best interests of the Loan Participant. Any
provision of this Section 5.01 to the contrary notwithstanding, the Indenture
Trustee shall not declare the Lease to be in default solely in respect of the
Lessee's failure to make any payment of Basic Rent within 10 Business Days
after the same shall have become due, unless the 10-Day Period within which,
pursuant to Section 4.04(a), the Owner Participant or the Owner Trustee are
entitled to cure such failure shall have expired. For all purposes of this
Indenture, in the absence of actual knowledge, neither the Owner Trustee nor
the Indenture

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Trustee shall be deemed to have knowledge of an Indenture Event of Default
(except, in the case of the Indenture Trustee, the failure of the Lessee to pay
any installment of Basic Rent that is required to be paid directly to the
Indenture Trustee within the 10 Business Days after the same shall become due
or the failure of the Lessee to maintain insurance as required under Section 12
of the Lease if the Indenture Trustee shall receive notice thereof from an
insurer or insurance broker) unless notified in writing by the Lessee, the
Owner Trustee, one or more Loan Participants or the Owner Participant; and
"actual knowledge" (as used in the foregoing clause) of the Owner Trustee or
the Indenture Trustee shall mean actual knowledge of an officer in the
Corporate Trust Administration of the Owner Trustee or the Corporate Trust
Department of the Indenture Trustee, as the case may be.

Section 5.02. Action upon Instructions. Subject to the terms
of Sections 5.01 and 5.03, upon the written instructions at any time and from
time to time of a Majority in Interest, the Indenture Trustee shall take such
of the following actions as may be specified in such instructions (subject to
the rights of the other parties thereto, except to the extent assigned
hereunder): (i) subject to and solely to the extent permitted by the terms
hereof and of the Lease, give such notice, direction or consent, or exercise
such right, remedy or power hereunder or under the Lease or in respect of any
part or all of the Indenture Estate or take such other action as shall be
specified in such instructions; and (ii) after an Indenture Event of Default
shall have occurred and so long as such Indenture Event of Default shall be
continuing, approve as satisfactory to it all matters required by the terms of
the Lease to be satisfactory to the Owner Trustee, it being understood that
without the written instructions of a Majority in Interest the Indenture
Trustee shall not take any action described in clauses (i) and (ii) above.

Upon the expiration or earlier termination of the Lease Term
with respect to any Unit under the Lease and after payment of the portion of
the principal of, together with interest and premium, if any, on the Equipment
Notes in accordance with the terms of this Indenture, or, if and so long as no
Indenture Event of Default shall have occurred and be continuing, upon the
transfer by the Owner Trustee to the Lessee or its designee of any Unit
pursuant to Section 10 or 11 of the Lease or the retention by the Owner Trustee
of any Unit pursuant to Section 10.3 of the Lease, then the Indenture Trustee
shall in either such case, upon the written request of the Owner Trustee, and
receipt by the Indenture Trustee of funds necessary to prepay the Equipment
Notes required to be prepaid in connection with such purchase, termination,
retention or Event of Loss, execute and deliver to, or as directed in writing
by, the Owner Trustee an appropriate instrument (in due form for recording)
furnished by the Owner Trustee or the Lessee releasing such property from the
Lien of this Indenture.

Section 5.03. Indemnification. (a) The Indenture Trustee
shall not be required to take any action or refrain from taking any action
under Section 5.01 (other than the first two sentences thereof) or 5.02 or
Article IV if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnification against such risk is not reasonably
assured to it. The Indenture Trustee shall not be required to take any action
under Section 5.01 or 5.02 or Article IV, nor shall any other provision of this
Indenture be deemed to impose a duty on the

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Indenture Trustee to take any action, if the Indenture Trustee shall have been
advised in writing by independent counsel that such action is contrary to the
terms hereof or of the Lease or the Participation Agreement, or is otherwise
contrary to law.

(b) Each Loan Participant may, but shall not be required
to, participate in any indemnification of the Indenture Trustee given pursuant
to paragraph (a) of this Section 5.03. Each Loan Participant so participating
shall be entitled to reimbursement for such participation in accordance with
Article III.

Section 5.04. No Duties Except as Specified in Indenture or
Instructions. The Indenture Trustee shall not have any duty or obligation to
manage, control, use, sell, dispose of or otherwise deal with the Equipment or
any other part of the Indenture Estate, or to otherwise take or refrain from
taking any action under, or in connection with, this Indenture, the Lease, or
the Participation Agreement, except as expressly provided by the terms of this
Indenture or as expressly provided in written instructions received pursuant to
the terms of Section 5.01 or 5.02; and no implied duties or obligations shall
be read into this Indenture against the Indenture Trustee. Each of the Owner
Trustee (only in its individual capacity) and the Indenture Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take
such action as may be necessary duly to discharge any liens or encumbrances on
any part of the Indenture Estate, or on any properties of the Owner Trustee
assigned, pledged or mortgaged as part of the Indenture Estate, which result
from claims against it in its individual capacity not related to the ownership
of the Equipment (in the case of the Owner Trustee), administration of the
Indenture Estate (in the case of the Indenture Trustee) or any other
transaction under this Indenture or the Trust Agreement or any document
included in the Indenture Estate.

Section 5.05. No Action Except under Lease, Indenture or
Instructions. The Indenture Trustee agrees that it will not manage, control,
use, sell, dispose of or otherwise deal with the Equipment or other property
constituting part of the Indenture Estate except (i) as required by the terms
of the Lease and the Participation Agreement, (ii) in accordance with the
powers granted to, or the authority conferred upon, the Indenture Trustee
pursuant to this Indenture, or (iii) in accordance with the express terms
hereof or with written instructions pursuant to Section 5.01 or 5.02.

Section 5.06. Disposition of Units. At any time and from
time to time prior to the expiration of the Lease Term, any Unit for which the
provisions of Section 11.4(a) of the Lease has been satisfied may be disposed
of in accordance with the provisions of Section 11.4(a) of the Lease, and the
Owner Trustee shall, from time to time, direct the Indenture Trustee to,
provided no Lease Event of Default shall have occurred and be continuing,
execute and deliver to it, or as directed in writing by the Owner Trustee, an
appropriate instrument furnished by the Owner Trustee or the Lessee releasing
such Unit from the Lien of the Indenture, but only in respect of such Unit.

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Section 5.07. Indenture Supplements for Replacements. In the
event of a Replacement Unit being substituted as contemplated by Section 11.2
of the Lease, the Owner Trustee and the Indenture Trustee agree for the benefit
of the holders of the Equipment Notes and the Lessee, subject to compliance by
the Lessee with its obligations set forth in Section 11 of the Lease, to
execute and deliver an Indenture Supplement substantially in the form of
Exhibit A hereto and, provided no Lease Event of Default or Lease Default shall
have occurred and be continuing, execute and deliver to the Lessee an
appropriate instrument releasing the Unit being replaced from the Lien of the
Indenture.

Section 5.08. Effect of Replacements. In the event of the
substitution of a Replacement Unit, all provisions of this Indenture relating
to the Unit or Units being replaced shall be applicable to such Replacement
Unit with the same force and effect as if such Replacement Unit was the same
Unit being replaced.

Section 5.09. Withholding Taxes. The Indenture Trustee, as
agent for the Owner Trustee, shall exclude and withhold from each payment of
principal, premium, if any, and interest and other amounts due hereunder or
under the Equipment Notes any and all withholding taxes applicable thereto as
required by law. The Indenture Trustee agrees to act as such withholding agent
and, in connection therewith, whenever any present or future taxes or similar
charges are required to be withheld with respect to any amounts payable in
respect of the Equipment Notes, to withhold such amounts and timely pay the
same to the appropriate authority in the name of and on behalf of the holders
of the Equipment Notes, that it will file any necessary withholding tax returns
or statements when due, and that, as promptly as possible after the payment
thereof, it will deliver to each holder of an Equipment Note appropriate
documentation showing the payment thereof, together with such additional
documentary evidence as such holders may reasonably request from time to time.

Section 5.10. Lessee's Right of Quiet Enjoyment.
Notwithstanding any of the provisions of this Indenture to the contrary, so
long as Lessee is in compliance with its obligations under the Lease (including
applicable grace periods) and no Lease Event of Default has occurred and is
continuing unremedied, the Indenture Trustee will comply with Section 8 of the
Participation Agreement to the same extent as if it were the Lessor under the
Lease. Each holder of an Equipment Note, by its acceptance thereof, consents
in all respects to the terms of the Lease and the Participation Agreement and
agrees to the provisions of this Section 5.10.

ARTICLE VI.
THE OWNER TRUSTEE AND THE INDENTURE TRUSTEE

Section 6.01. Acceptance of Trusts and Duties. The Indenture
Trustee accepts the trusts hereby created and applicable to it and agrees to
perform the same but only upon the terms of this Indenture and agrees to
receive and disburse all moneys received by it constituting part of the
Indenture Estate in accordance with the terms hereof. The Indenture Trustee
shall not be answerable or accountable under any circumstances, except for its
own willful misconduct or

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gross negligence (or negligence or willful misconduct in the case of
application or investment of moneys constituting the Indenture Estate) or
breach of any of its representations or warranties or covenants set forth
herein or in the Participation Agreement, or the performance of its obligations
under the last sentence of Section 5.04; and the Owner Trustee shall not be
liable for any action or inaction of the Indenture Trustee and the Indenture
Trustee shall not be liable for any action or inaction of the Owner Trustee.
The Owner Trustee shall not be deemed a trustee for, or agent of, the holders
of the Equipment Notes for any purpose.

Section 6.02. Absence of Duties. Except in accordance with
written instructions or requests furnished pursuant to Section 5.01 or Section
5.02 and except as provided in, and without limiting the generality of, Section
5.04, the Indenture Trustee shall have no duty (i) to see to any registration
of the Equipment or any recording or filing of the Lease, or of this Indenture
or any other document, or to see to the maintenance of any such registration,
recording or filing, (ii) to see to any insurance on the Equipment or to effect
or maintain any such insurance, whether or not the Lessee shall be in default
with respect thereto, (iii) to confirm, verify or inquire into the failure to
receive any financial statements of the Lessee or (iv) to inspect the Equipment
at any time or ascertain or inquire as to the performance or observance of any
of the Lessee's covenants under the Lease with respect to the Equipment.
Notwithstanding the foregoing, the Indenture Trustee will furnish to any Loan
Participant, so long as such Loan Participant or its nominees shall hold any of
the Equipment Notes, promptly upon receipt thereof, duplicates or copies of all
reports, notices, requests, demands, certificates, financial statements and
other instruments furnished to the Indenture Trustee under this Indenture, to
the extent that the same shall not have been furnished to the Indenture Trustee
and the Loan Participants pursuant to the Lease.

Section 6.03. No Representations or Warranties as to the
Equipment or Documents. Neither the Owner Trustee nor the Owner Trustee in its
individual capacity nor the Indenture Trustee makes or shall be deemed to have
made (i) any representation or warranty, express or implied, as to the value,
condition, design, operation, merchantability or fitness for use of the
Equipment or as to their title thereto, or any other representation or warranty
with respect to the Equipment whatsoever, or (ii) any representation or
warranty as to the validity, legality or enforceability of this Indenture, the
Trust Agreement, the Participation Agreement, the Equipment Notes, the Lease,
any Lease Supplement, any Indenture Supplement or any other document or
instrument or as to the correctness of any statement contained in any thereof
(except as to the representations and warranties made by the Owner Trustee in
its individual capacity as set forth in Section 3.1 of the Participation
Agreement), except that the Owner Trustee and the Indenture Trustee each in its
individual capacity hereby confirms the representations and warranties made by
it in its individual capacity in Sections 3.1 and 3.3, respectively, of the
Participation Agreement.

Section 6.04. No Segregation of Moneys; No Interest;
Investments. (a) Subject to Section 6.04(b), no moneys received by the
Indenture Trustee hereunder need be segregated in any manner except to the
extent required by law, and any such moneys may be deposited

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<PAGE> 35
under such general conditions for the holding of trust funds as may be
prescribed by law applicable to the Indenture Trustee, and, except as otherwise
agreed by the Owner Trustee or the Indenture Trustee, as the case may be,
neither the Owner Trustee nor the Indenture Trustee shall be liable for any
interest thereon.

(b) Any amounts held by the Indenture Trustee pursuant to
the express terms of this Indenture or the Lease and not required to be
distributed as herein provided shall be invested and reinvested by the
Indenture Trustee from time to time in Specified Investments at the written
direction and at the risk and expense of the Lessee, except that in the absence
of any such direction, such amounts need not be invested and reinvested and
except that after a Lease Event of Default shall have occurred and be
continuing, such amounts shall be so invested and reinvested by the Indenture
Trustee in Indenture Investments. Any net income or gain realized as a result
of any such investments or reinvestment shall be held as part of the Indenture
Estate and shall be applied by the Indenture Trustee at the same times, on the
same conditions and in the same manner as the amounts in respect of which such
income or gain was realized are required to be distributed in accordance with
the provisions hereof or of the Lease pursuant to which such amounts were
required to be held and if no Lease Event of Default shall have occurred and be
continuing any excess shall be paid to the Lessee. Any such Specified
Investments or Indenture Investments may be sold or otherwise reduced to cash
(without regard to maturity date) by the Indenture Trustee whenever necessary
to make any application as required by such provisions. The Indenture Trustee
shall have no liability for any loss resulting from any such investment or
reinvestment other than by reason of the willful misconduct or gross negligence
of the Indenture Trustee.

Section 6.05. Reliance; Agents; Advice of Counsel. The
Indenture Trustee shall incur no liability to anyone acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. The Indenture
Trustee may accept a copy of a resolution of the Board of Directors of any
party to the Participation Agreement, certified by the Secretary or an
Assistant Secretary of such party as duly adopted and in full force and effect,
as conclusive evidence that such resolution has been duly adopted by said Board
and that the same is in full force and effect. As to any fact or matter the
manner of ascertainment of which is not specifically described herein, the
Indenture Trustee may for all purposes hereof rely on a certificate, signed by
an officer of the Lessee, as to such fact or matter, and such certificate shall
constitute full protection to the Indenture Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon. The Indenture
Trustee shall furnish to the Owner Trustee upon request such information and
copies of such documents as the Indenture Trustee may have and as are necessary
for the Owner Trustee to perform its duties under Article II hereof. The
Indenture Trustee shall assume, and shall be fully protected in assuming, that
the Owner Trustee is authorized by the Trust Agreement to enter into this
Indenture and to take all action permitted to be taken by it pursuant to the
provisions hereof, and need not inquire into the authorization of the Owner
Trustee with respect thereto. In the administration of the trusts hereunder,
the Indenture Trustee may execute any of the trusts or

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powers hereof and perform its powers and duties hereunder directly or through
agents or attorneys and may, at the reasonable expense of the Indenture Estate,
consult with independent counsel, accountants and other skilled persons to be
selected and employed by it, and the Indenture Trustee shall not be liable for
anything done, suffered, or omitted in good faith by it in accordance with the
written advice or opinion of any such independent counsel, accountants or other
skilled persons acting within such persons' area of competence (so long as the
Indenture Trustee shall have exercised reasonable care in selecting such
persons).

Section 6.06. Not Acting in Individual Capacity. The Owner
Trustee and the Indenture Trustee each acts hereunder solely as trustee
hereunder and, in the case of the Owner Trustee, under the Trust Agreement and
not in its individual capacity unless otherwise expressly provided; and all
Persons, other than the holders of Equipment Notes to the extent expressly
provided in this Indenture, having any claim against the Owner Trustee or the
Indenture Trustee by reason of the transactions contemplated hereby shall,
subject to the Lien and priorities of payment as herein provided, look only to
the Indenture Estate for payment or satisfaction thereof.

ARTICLE VII.
CERTAIN LIMITATIONS ON OWNER TRUSTEE'S
AND INDENTURE TRUSTEE'S RIGHTS

Each of the Owner Trustee and the Indenture Trustee agree that
it shall have no right against the holders of the Equipment Notes or the
Indenture Estate (except in the case of the Indenture Trustee as expressly
provided in Section 4.03 hereof) for any fee as compensation for its services
hereunder or any expenses or disbursements incurred in connection with the
exercise and performance of its powers and duties hereunder or any
indemnification against liability which it may incur in the exercise and
performance of such powers and duties but, on the contrary, shall look solely
to the Lessee for such payment and indemnification and that neither the Owner
Trustee nor the Indenture Trustee shall have any lien on nor security interest
in the Indenture Estate as security for such compensation, expenses, reasonable
counsel fees, if any, disbursements and indemnification.

ARTICLE VIII.
SUCCESSOR TRUSTEES

Section 8.01. Notice of Successor Owner Trustee. In the case
of any appointment of a successor Owner Trustee pursuant to the Trust Agreement
or any merger, conversion, consolidation or sale of substantially all the
business involving the Owner Trustee pursuant to the Trust Agreement, the
successor Owner Trustee shall give prompt written notice thereof to the
Indenture Trustee, the Lessee and the holders of all Equipment Notes at the
time outstanding.

Section 8.02. Resignation of Indenture Trustee; Appointment
of Successor. The resignation or removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee shall become effective only upon
the successor Indenture Trustee's acceptance of

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appointment as provided in this Section 8.02. The Indenture Trustee or any
successor thereto may resign at any time without cause by giving at least 30
days' prior written notice to the Owner Trustee, the Owner Participant, the
Lessee and the holders of the Equipment Notes. A Majority in Interest may at
any time remove the Indenture Trustee without cause by an instrument in writing
delivered to the Owner Trustee, the Owner Participant, the Lessee and the
Indenture Trustee. The Owner Trustee may remove the Indenture Trustee if: (1)
the Indenture Trustee fails to comply with Section 8.02(c); (2) the Indenture
Trustee is adjudged a bankrupt or an insolvent; (3) a receiver or public
officer takes charge of the Indenture Trustee or its property; or (4) the
Indenture Trustee becomes incapable of performing its duties hereunder.

(a) In the case of the resignation or removal of the
Indenture Trustee, the Owner Trustee shall, unless otherwise directed by a
Majority in Interest, promptly appoint a successor Indenture Trustee, provided
that a Majority in Interest may appoint, within one year after such resignation
or removal, a successor Indenture Trustee which may be other than the successor
Indenture Trustee appointed as provided above, and such successor Indenture
Trustee appointed as provided above shall be superseded by the successor
Indenture Trustee so appointed by a Majority in Interest. If a successor
Indenture Trustee shall not have been appointed and accepted its appointment
hereunder within 60 days after the Indenture Trustee gives notice of
resignation or is removed as provided above, the retiring Indenture Trustee,
the Lessee, the Owner Trustee or a Majority in Interest may petition any court
of competent jurisdiction for the appointment of a successor Indenture Trustee.
Any successor Indenture Trustee so appointed by such court shall immediately
and without further act be superseded by any successor Indenture Trustee
appointed as provided in the proviso to the first sentence of this paragraph
(a) within one year from the date of the appointment by such court.

(b) Any successor Indenture Trustee, however appointed,
shall execute and deliver to the Owner Trustee and the Lessee and to the
predecessor Indenture Trustee an instrument accepting such appointment, and
thereupon such successor Indenture Trustee, without further act, shall become
vested with all the estates, properties, rights, powers, duties and trusts of
the predecessor Indenture Trustee hereunder in the trusts hereunder applicable
to it with like effect as if originally named the Indenture Trustee herein; but
nevertheless, upon the written request of such successor Indenture Trustee,
such predecessor Indenture Trustee shall execute and deliver an instrument
transferring to such Indenture Trustee, upon the trusts herein expressed
applicable to it, all the estates, properties, rights, powers and trusts of
such predecessor Indenture Trustee, and such Indenture Trustee shall duly
assign, transfer, deliver and pay over to such successor Indenture Trustee all
moneys or other property then held by such predecessor Indenture Trustee
hereunder.

(c) The Indenture Trustee shall be a bank or trust
company organized under the laws of the United States or any State thereof
having a combined capital and surplus of at least $100,000,000, if there be
such an institution willing, able and legally qualified to perform the duties
of the Indenture Trustee hereunder upon reasonable or customary terms.

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<PAGE> 38
(d) Any corporation into which the Indenture Trustee may
be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Indenture
Trustee shall be a party, or any corporation to which substantially all the
corporate trust business of the Indenture Trustee may be transferred, shall,
subject to the terms of paragraph (c) of this Section, be the Indenture Trustee
under this Indenture without further act.

ARTICLE IX.
SUPPLEMENTS AND AMENDMENTS
TO THIS INDENTURE AND OTHER DOCUMENTS

Section 9.01. Supplemental Indentures without Consent of
Holders. (a) The Owner Trustee and the Indenture Trustee, at any time and
from time to time, without notice to or the consent of any holders of any
Equipment Notes, may enter into one or more indentures supplemental hereto for
any of the following purposes:

(i) to correct or amplify the description of any
property at any time subject to the Lien of this Indenture or better
to assure, convey and confirm unto the Indenture Trustee any property
subject or required to be subject to the Lien of this Indenture or to
subject to the Lien of this Indenture any Unit or Units substituted
for any Unit or Units in accordance with the Lease; provided, however,
that indenture supplements entered into for the purpose of subjecting
to the Lien of this Indenture any Unit or Units substituted for any in
accordance with the Lease need only be executed by the Owner Trustee;
or

(ii) to evidence the succession of another trustee
to the Owner Trustee and the assumption by any such successor of the
covenants of the Owner Trustee herein and in the Equipment Notes
contained, or to evidence (in accordance with Article VIII) the
succession of a new Indenture Trustee hereunder; or

(iii) to add to the covenants of the Owner Trustee,
for the benefit of the holders of the Equipment Notes, or to surrender
any right or power herein conferred upon the Owner Trustee; or

(iv) to cure any ambiguity, to correct or
supplement any provision herein which may be defective or inconsistent
with any other provision herein, or to make any other provisions with
respect to matters or questions arising hereunder so long as any such
action does not adversely affect the interests of the holders of the
Equipment Notes;

provided that no such supplement to this Indenture or waiver or modification of
the terms hereof shall adversely affect in a substantive manner the interests
of the Lessee without the Lessee's prior written consent, and in no event shall
the terms of the proviso to the first sentence of Section 4.03(a) or Section
4.05 be so altered or modified without such Lessee consent.

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<PAGE> 39
(b) Supplemental Indentures with Consent of Majority In
Interest. With the written consent of a Majority in Interest, the Owner
Trustee (but only on the written request of the Owner Participant) may, and the
Indenture Trustee, subject to Section 9.02 hereof, shall, at any time and from
time to time, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the
rights and obligations of holders of the Equipment Notes and of the Owner
Trustee under this Indenture; provided, however, without the consent of each
holder of an Equipment Note affected thereby, no such supplemental indenture
shall:

(1) change the final maturity of the principal of
any Equipment Note, or change the dates or amounts of payment of any
installment of the principal of, premium, if any, or interest on any
Equipment Note, or reduce the principal amount thereof or the premium,
if any, or interest thereon, or change to a location outside the
United States the place of payment where, or the coin or currency in
which, any Equipment Note or the premium, if any, or interest thereon
is payable, or impair the right to institute suit for the enforcement
of any such payment of principal or premium, if any, or interest on or
after the date such principal or premium, if any, or interest becomes
due and payable; or

(2) create any Lien with respect to the Indenture
Estate ranking prior to, or on a parity with, the security interest
created by this Indenture except such as are permitted by this
Indenture, or deprive any holder of an Equipment Note of the benefit
of the Lien on the Indenture Estate created by this Indenture; or

(3) reduce the percentage in principal amount of
the Equipment Notes, the consent of whose holders is required for any
such supplemental indenture, or the consent of whose holders is
required for any waiver (of compliance with certain provisions of this
Indenture, or of certain defaults hereunder and their consequences)
provided for in this Indenture; or

(4) modify any provisions of this Section
9.01(b), except to provide that certain other provisions of this
Indenture cannot be modified or waived without the consent of the
holder of each Equipment Note affected thereby;

Section 9.02. Indenture Trustee Protected. If in the opinion
of the Indenture Trustee any document required to be executed pursuant to the
terms of Section 9.01 adversely affects any right, duty, immunity or indemnity
in favor of the Indenture Trustee under this

35
<PAGE> 40
Indenture, the Participation Agreement or the Lease, the Indenture Trustee may
in its discretion decline to execute such document.

Section 9.03. Request of Substance, Not Form. It shall not
be necessary for the consent of the holders of Equipment Notes under Section
9.01(b) to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such consent shall approve the substance thereof.

Section 9.04. Documents Mailed to Holders. Promptly after
the execution by the Indenture Trustee of any document entered into pursuant to
Section 9.01(b), the Indenture Trustee shall mail, by first-class mail, postage
prepaid, a conformed copy thereof to each holder of an Equipment Note at its
address last known to the Indenture Trustee, but the failure of the Indenture
Trustee to mail such conformed copies shall not impair or affect the validity
of such document.

Section 9.05. Amendments, Waivers, Etc. of Other Documents.
(a) Notwithstanding any provision of this Indenture to the contrary, without
the consent of a Majority in Interest, the respective parties to the Lease, the
Participation Agreement and the Trust Agreement may not modify, amend or
supplement any of such agreements, or give any consent, waiver, authorization
or approval under any of such agreements, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
thereof or of modifying in any manner the rights of the respective parties
thereunder; provided, however, that the actions specified in subsection (b) of
this Section 9.05 may be taken, except as otherwise expressly provided therein,
without the consent of the Indenture Trustee or of a Majority in Interest or
any holder of an Equipment Note.

(b) Subject to the provisions of subsection (c) of this
Section 9.05, the respective parties to the Lease, the Trust Agreement and the
Participation Agreement, at any time and from time to time without the consent
of the Indenture Trustee or of a Majority in Interest or any holder of an
Equipment Note, may:

(1) so long as no Indenture Event of Default
shall have occurred and be continuing, modify, amend or supplement the
Lease, or give any consent, waiver, authorization or approval with
respect thereto, except that without the consent of a Majority in
Interest, the parties to the Lease shall not modify, amend or
supplement, or give any consent, waiver, authorization or approval for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions thereof or of modifying in any
manner the rights of the respective parties thereunder, with respect
to the following provisions of the Lease: Sections 2, 3.1 (if the
result thereof would be to shorten the Basic Term to a period shorter
than the period ending with the final maturity of the Equipment
Notes), 3.2, 3.3, 3.4, 3.6 (except insofar as it relates to the
address or account information of the Owner Trustee or Indenture
Trustee) (other than as such Sections 3.1 through 3.4 and 3.6 may be
amended pursuant to Section 3.4 of the

36
<PAGE> 41
Lease as originally executed), 4, 6 (but only to the extent such
Section is made operative by Section 15), 7, 8, 9, 10 (except that
additional requirements may be imposed on the Lessee's ability to
terminate the Lease with respect to a Unit), 11 (except that
additional requirements may be imposed on the Lessee's ability to
replace a Unit subject to an Event of Loss), 12 (except that
additional insurance requirements may be imposed on the Lessee), 13,
14, 15, 16, 17, 18, 19, 20, 21, 22 (if the result thereof would be to
provide any renewal or purchase option contained in such Section prior
to the final maturity of the Equipment Notes), 24, 25.1, 25.4, 25.6,
25.10, and any definition of terms used in the Lease, to the extent
that any modification of such definition would result in a
modification of the Lease not permitted as aforesaid in this clause
(1) of subsection (b); provided that, in the event an Indenture Event
of Default shall have occurred and be continuing, the Indenture
Trustee shall have all rights of the Owner Trustee as "Lessor" under
the Lease to modify, amend or supplement the Lease or give any
consent, waiver, authorization or approval thereunder, for the purpose
of adding any provisions to or changing in any manner or eliminating
any of the provisions thereof or of modifying in any manner the rights
of the "Lessor" thereunder; provided, further, that, subject to the
Indenture Trustee's rights to exercise remedies under Section 15 of
the Lease without the prior consent of the Owner Trustee, and whether
or not an Indenture Event of Default shall have occurred and be
continuing, no such modification, amendment or supplement of the Lease
or other action referred to in the preceding proviso shall be taken
without the prior written consent of the Owner Trustee with respect to
any of the provisions of Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12
(with respect to insurance coverage of the interests of the Owner
Trustee and the Owner Participant), 13, 14, 15 (in respect of the
obligation to pay and the measure of money damages), 16 (with respect
to filings or recordings benefiting the Owner Trustee or the Owner
Participant), 17, 18, 19, 20, 22, 23, 25.1 and 25.5 of the Lease and
any definition of terms used in the Lease, to the extent that any
modification of such definition would result in a modification of the
Lease not permitted pursuant to this proviso;

(2) modify, amend or supplement the Trust
Agreement, or give any consent, waiver, authorization or approval with
respect thereto, except that without the consent of a Majority of
Interest, the parties to the Trust Agreement shall not modify, amend
or supplement, or give any consent, waiver, authorization or approval
for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions thereof or of modifying in any
manner the rights of the respective parties thereunder, with respect
to Sections 2.1, 2.2, 3.1, 4.4, 7.1, 7.2, 9.1, 10.1, 10.2, 10.7, 10.11
or any other Section of the Trust Agreement if such action would
materially adversely affect the interest of the Loan Participants, and
any definition of terms used in the Trust Agreement, to the extent
that any modification of such definition would result in a
modification of the Trust Agreement not permitted pursuant to this
subsection (b);

(3) modify, amend or supplement the Participation
Agreement, or give any consent, waiver, authorization or approval with
respect thereto, except that without

37
<PAGE> 42
the consent of a Majority of Interest, the parties to the
Participation Agreement shall not modify, amend or supplement, or give
any consent, waiver, authorization or approval for the purpose of
adding any provisions to or changing in any manner or eliminating any
of the provisions thereof or of modifying in any manner the rights of
the respective parties thereunder, with respect to the following
provisions of the Participation Agreement: Sections 1, 2, 3, 4, 5, 6,
7, 10.2, 10.5, 10.7, 10.9 and 10.13(a), each provision of the
Participation Agreement which specifically refers to the Indenture
Trustee or Loan Participants and any definition of terms used in the
Participation Agreement, to the extent that any modification of such
definition would result in a modification of the Participation
Agreement not permitted pursuant to this subsection (b); and

(4) modify, amend or supplement any of said
agreements in order to cure any ambiguity, to correct or supplement
any provision thereof which may be defective or inconsistent with any
other provision thereof or any provision of this Indenture, or to make
any other provision with respect to matters or questions arising
thereunder or under this Indenture which shall not be inconsistent
with the provisions of this Indenture, provided any such action shall
not adversely affect the interests of the holders of the Equipment
Notes.

(c) No modification, amendment, supplement, consent,
waiver, authorization or approval with respect to the Lease or the
Participation Agreement, whether effected pursuant to subsection (a) or
pursuant to subsection (b) of this Section 9.05, and anything in such
subsections or elsewhere in this Indenture to the contrary notwithstanding,
shall, without the consent of the holder of each Equipment Note affected
thereby:

(1) modify, amend or supplement the Lease in such
a way as to extend the time of payment of Basic Rent or Stipulated
Loss Value and any other amounts payable under, or as provided in, the
Lease upon the occurrence of an Event of Loss or Termination Value and
any other amounts payable under, or as provided in, the Lease upon
termination thereof or reduce the amount of any installment of Basic
Rent so that the same is less than the payment of interest and
principal on the Equipment Notes, as the case may be, to be made from
such installment of Basic Rent or reduce the aggregate amount of
Stipulated Loss Value and any other amounts payable under, or as
provided in, the Lease upon the occurrence of an Event of Loss so that
the same is less than the accrued interest on and principal of the
Equipment Notes required to be paid at the time of such payments, or
reduce the amount of Termination Value and any other amounts payable
under, or as provided in, the Lease upon termination thereof so that
the same is less than the accrued interest on and principal of the
Equipment Notes required to be paid at the time of such payments; or

(2) modify, amend or supplement the Lease in such
a way as to, or consent to any assignment of the Lease or give any
consent, waiver, authorization or approval which would, release the
Lessee from its obligation in respect of payment of

38
<PAGE> 43
Basic Rent or Stipulated Loss Value and any other amounts payable
under, or as provided in, the Lease upon the occurrence of an Event of
Loss, or Termination Value and any other amounts payable under, or as
provided in, the Lease upon termination thereof, except for any such
assignment pursuant to Section 6.8 of the Participation Agreement, and
except as provided in the Lease.

ARTICLE X.
MISCELLANEOUS

Section 10.01. Termination of Indenture. With respect to
each Unit, this Indenture and the trusts created hereby shall terminate and
this Indenture shall be of no further force or effect upon the earliest to
occur of (i) the termination of the Lease Term with respect to such Unit by
Lessee pursuant to Section 10 or Section 22.1 thereof and upon payment in full
to the Indenture Trustee of the amounts required to be paid pursuant to Section
2.10(a) in respect of such Unit, (ii) the termination of the Lease with respect
to such Unit pursuant to Section 11 thereof and upon payment in full to the
Indenture Trustee of the amounts required to be paid pursuant to Section
2.10(b) in respect of such Unit, and (iii) the payment in full of the principal
amount of and interest on all Equipment Notes outstanding hereunder and all
other sums payable to the Indenture Trustee and the holders of the Equipment
Notes hereunder and under such Equipment Notes and under the Participation
Agreement.

Section 10.02. No Legal Title to Indenture Estate in
Holders. No holder of an Equipment Note shall have legal title to any part of
the Indenture Estate. No transfer, by operation of law or otherwise, of any
Equipment Note or other right, title and interest of any holder of an Equipment
Note in and to the Indenture Estate or hereunder shall operate to terminate
this Indenture or the trusts hereunder or entitle any successor or transferee
of such holder to an accounting or to the transfer to it of legal title to any
part of the Indenture Estate.

Section 10.03. Sale of Equipment by Indenture Trustee is
Binding. Any sale or other conveyance of the Equipment by the Indenture
Trustee made pursuant to the terms of this Indenture or the Lease shall bind
the holders of the Equipment Notes, the Owner Trustee and the Owner Participant
and shall be effective to transfer or convey all right, title and interest of
the Indenture Trustee, the Owner Trustee, the Owner Participant and such
holders of the Equipment Notes in and to the Equipment. No purchaser or other
grantee shall be required to inquire as to the authorization, necessity,
expediency or regularity of such sale or conveyance or as to the application of
any sale or other proceeds with respect thereto by the Indenture Trustee.

Section 10.04. Remedies Cumulative. Each and every right,
power and remedy herein specifically given to the Indenture Trustee or
otherwise in this Indenture shall be cumulative and shall be in addition to
every other right, power and remedy herein specifically given or now or
hereafter existing at law, in equity or by statute, and each and every right,
power and remedy whether specifically herein given or otherwise existing may be
exercised from time to time and as often and in such order as may be deemed
expedient by the Indenture Trustee, and

39
<PAGE> 44
the exercise or the beginning of the exercise of any power or remedy shall not
be construed to be a waiver of the right to exercise at the time or thereafter
any other right, power or remedy. No delay or omission by the Indenture
Trustee in the exercise of any right, remedy or power or in the pursuance of
any remedy shall impair any such right, power or remedy or be construed to be a
waiver of any default on the part of the Owner Trustee or the Lessee or to be
an acquiescence therein.

Section 10.05. Discontinuance of Proceedings. In case the
Indenture Trustee shall have proceeded to enforce any right, power or remedy
under this Indenture by foreclosure, entry or otherwise, and such proceedings
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Indenture Trustee, then and in every such case the
Owner Trustee, the Owner Participant, the Indenture Trustee and the Lessee
shall be restored to their former positions and rights hereunder with respect
to the Indenture Estate, and all rights, remedies and powers of the Indenture
Trustee shall continue as if no such proceedings had been undertaken (but
otherwise without prejudice).

Section 10.06. Indenture and Equipment Notes for Benefit of
Owner Trustee, Indenture Trustee, Owner Participant and Holders Only. Nothing
in this Indenture, whether express or implied, shall be construed to give to
any Person other than the Owner Trustee (individually and as trustee), the
Indenture Trustee, the Owner Participant (as set forth herein) and the holders
of the Equipment Notes any legal or equitable right, remedy or claim under or
in respect of this Indenture or any Equipment Note.

Section 10.07. Notices.

Unless otherwise expressly specified or permitted by the terms
hereof, all communications and notices provided for herein shall be in writing
or by facsimile capable of creating a written record, and any such notice shall
become effective (i) upon personal delivery thereof, including, without
limitation, by overnight mail or courier service, (ii) in the case of notice by
United States mail, certified or registered, postage prepaid, return receipt
requested, upon receipt thereof, or (iii) in the case of notice by such
facsimile, upon confirmation of receipt thereof, provided such transmission is
promptly further confirmed in writing by either of the methods set forth in
clause (i) or (ii), in each case addressed to the following Person at its
respective address set forth below or at such other address as such Person may
from time to time designate by written notice to the other Persons listed
below:

40
<PAGE> 45
<TABLE>
<S> <C>
If to the Owner Trustee: First Security Bank, N.A.
79 South Main Street
Salt Lake City, Utah 84111
Attention: Corporate Trust Services
Fax No.: (801) 246-5053
Confirmation No.: (801) 246-5630

With copies to Owner Participant.

If to Owner Participant: Dreyfus Service Corporation
c/o Mellon Financial Services Corporation #4
One Mellon Bank Center, Suite 4444
Pittsburgh, Pennsylvania 15258-0001
Attention: President
Fax No.: (412) 234-5062
Confirmation No.: (412) 234-5061

With copies to:

Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
Attention: William V. Healey
Fax No.: (212) 922-6880
Confirmation No.: (212) 922-6760

[AMSOUTH LEASING CORPORATION
1900 FIFTH AVENUE NORTH, 8TH FLOOR
BIRMINGHAM, ALABAMA 35203
ATTENTION: PRESIDENT
FAX NO.: (205) 307-4124
CONFIRMATION NO.: (205) 326-5780]

If to the Indenture Trustee: The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Services Division
(GATC Trust No. 96-1)
Fax No.: (312) 407-1708
Confirmation No.: (312) 407-1892
</TABLE>

41
<PAGE> 46
<TABLE>
<S> <C>
If to Lessee: General American Transportation Corporation
500 West Monroe Street
Chicago, Illinois 60661
Attention: Treasurer
(GATC Trust No. 96-1)
Fax No.: (312) 621-6645
Confirmation No.: (312) 621-6200

If to the Loan Participant: At such address as is set forth on Schedule 2 of the Participation
Agreement or, if not so specified, at the address set forth in the
register maintained pursuant to Section 2.07 hereof, or at such
address as such Loan Participant shall have furnished by notice to
the Owner Trustee and the Indenture Trustee.
</TABLE>

Notwithstanding the foregoing provisions, for purposes of
Sections 4.01, 4.02, 4.04, 5.01 and 5.02, written notice shall be deemed given
when it is in fact received (by mail or otherwise) by any addressee at the
respective addresses specified above.

Section 10.08. Severability. Any provision of this
Indenture which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction. In the event
of any inconsistency or conflict between any provision of this Indenture and
any provision of the Trust Agreement, such provision in this Indenture shall
govern and control.

Section 10.09. Separate Counterparts. This Indenture may be
executed in any number of counterparts (and each of the parties hereto shall
not be required to execute the same counterpart). Each counterpart of this
Indenture including a signature page executed by each of the parties hereto
shall be an original counterpart of this Indenture, but all of such
counterparts together shall constitute one instrument.

Section 10.10. Successors and Assigns. All covenants and
agreements contained herein shall be binding upon, and inure to the benefit of,
the Owner Trustee and its successors and permitted assigns, the Owner
Participant and its successors and permitted assigns, and the Indenture Trustee
and its successors and permitted assigns, and each holder of an Equipment Note,
all as herein provided. Any request, notice, direction, consent, waiver or
other instrument or action by any holder of an Equipment Note shall bind the
successors and assigns of such holder.

42
<PAGE> 47
Section 10.11. Headings. The headings of the various
Articles and Sections herein are for convenience of reference only and shall
not define or limit any of the terms or provisions hereof.

Section 10.12. Governing Law. This Indenture shall in all
respects be governed by, and construed in accordance with, the laws of the
State of New York, including all matters of construction, validity and
performance.

Section 10.13. Normal Commercial Relations. Anything
contained in this Indenture to the contrary notwithstanding, the Owner
Participant, the Owner Trustee or the Indenture Trustee or any affiliate of the
Owner Participant, the Owner Trustee or the Indenture Trustee may enter into
commercial banking or other financial transactions, and conduct banking or
other commercial relationships, with the Lessee, any holder of an Equipment
Note or the Indenture Trustee (in its individual capacity or otherwise) fully
to the same extent as if this Indenture were not in effect, including, without
limitation, the making of loans or other extensions of credit for any purpose
whatsoever.

Section 10.14. No Recourse Against Others. No director,
officer, employee or stockholder, as such, of Lessee, Owner Trustee, Owner
Participant or Indenture Trustee shall have any liability for any obligations
of Lessee, Owner Participant, Owner Trustee or Indenture Trustee or under the
Equipment Notes or the Indenture or for any claim based on, in respect of or by
reason of such obligations or their creation. Each holder of the Equipment
Notes by accepting an Equipment Note waives and releases all such liability.
The waiver and release are part of the consideration of the Equipment Notes.

43
<PAGE> 48
In Witness Whereof, the parties hereto have caused this
Indenture to be duly executed by their respective officers or
attorneys-in-fact, as the case may be, thereunto duly authorized, as of the day
and year first above written.

The First National Bank of Chicago,
as Indenture Trustee

By: ___________________________________
Name: ___________________________________
Title: ___________________________________

First Security Bank, N.A.,
not in its individual capacity except as
set forth in Section 6.03 hereof, but
solely as Owner Trustee

By: ___________________________________
Name: ___________________________________
Title: ___________________________________

<PAGE> 49
State of Illinois )
) SS
County of Cook )

On this ____ day of August, 1996, before me personally
appeared _________________________, to me personally known, who being by me
duly sworn, say that he is __________________________ of The First National
Bank of Chicago, that said instrument was signed on such date on behalf of said
corporation by authority of its Board of Directors, and he acknowledged that
the execution of the foregoing instrument was the free act and deed of said
corporation.

_____________________________________________
Notary Public

[Notarial Seal]

My commission expires:

State of )
) SS
County of )

On this ____ day of August, 1996, before me personally
appeared _________________________, to me personally known, who being by me
duly sworn, say that he is the _________________________ of First Security
Bank, N.A., that said instrument was signed on such date on behalf of said
corporation by authority of its Board of Directors, and he acknowledged that
the execution of the foregoing instrument was the free act and deed of said
corporation.

_____________________________________________
Notary Public

[Notarial Seal]

My commission expires:

1
<PAGE> 50
EXHIBIT A

TRUST INDENTURE SUPPLEMENT NO. _
(GATC TRUST NO. 96-1)

This Indenture Supplement No. _ (GATC Trust No. 96-1), dated
____ ___, ____ (this "Indenture Supplement"), of First Security Bank, N.A., a
national banking association, not in its individual capacity but solely as
trustee (the "Owner Trustee") under the Trust Agreement (GATC Trust No. 96-1),
dated as of August 28, 1996 (the "Trust Agreement"), between the Owner Trustee
in its individual capacity and Dreyfus Service Corporation, a New York
corporation [AMSOUTH LEASING CORPORATION, AN ALABAMA BANKING CORPORATION], as
Owner Participant;

WITNESSETH:

WHEREAS, the Trust Indenture and Security Agreement (GATC
Trust No. 96-1) dated as of August 28, 1996 (the "Indenture"), between the
Owner Trustee and The First National Bank of Chicago as Indenture Trustee (the
"Indenture Trustee"), provides for the execution and delivery of Indenture
Supplements thereto substantially in the form hereof each of which shall
particularly describe the Units covered by a related Lease Supplement under the
Lease, by having attached thereto a copy of such related Lease Supplement, and
shall specifically mortgage such Units to the Indenture Trustee;

WHEREAS, the Indenture includes the Equipment described in the
copy of Lease Supplement No. __ attached hereto and made a part hereof; and

[WHEREAS, an executed counterpart of the Indenture is attached
to this Indenture Supplement;]

NOW, THEREFORE, in order to secure the prompt payment of the
principal of, and premium, if any, and interest on all of the Equipment Notes
from time to time outstanding under the Indenture and the performance and
observance by the Owner Trustee of all the agreements, covenants and provisions
in the Indenture for the benefit of the holders of the Equipment Notes and in
the Equipment Notes, subject to the terms and conditions of the Indenture, and
in consideration of the premises and of the covenants contained in the
Indenture and of the acceptance of the Equipment Notes by the holders thereof,
and of the sum of $1.00 paid to the Owner Trustee by the Indenture Trustee at
or before the delivery hereof, the receipt whereof is hereby acknowledged, the
Owner Trustee (i) has sold, assigned, transferred, pledged and confirmed, and
does hereby sell, assign, transfer, pledge and confirm, a security interest in
and mortgage lien on all right, title and interest of the Owner Trustee in and
to the property comprising the Equipment described in the copy of Lease
Supplement No. __ attached hereto, and (ii) has sold, assigned, transferred and
set over, a security interest in and mortgage lien on all of the right, title
and interest of the Owner Trustee under, in and to such Lease Supplement

<PAGE> 51
(excluding, however, any rights to Excepted Property thereunder), referred to
above, to the Indenture Trustee, its successors and assigns, in the trust
created by the Indenture for the benefit of the holders from time to time of
the Equipment Notes.

To have and to hold all and singular the aforesaid property
unto the Indenture Trustee, its successors and assigns, in trust for the
benefit and security of the holders from time to time of the Equipment Notes
and for the uses and purposes and subject to the terms and provisions set forth
in the Indenture.

This Supplement shall be construed as supplemental to the
Indenture and shall form a part of it, and the Indenture is hereby incorporated
by reference herein and is hereby ratified, approved and confirmed.

This Supplement may be executed by the Owner Trustee in
separate counterparts, each of which when so executed and delivered is an
original, but all such counterparts shall together constitute but one and the
same Supplement.

AND FURTHER, the Owner Trustee hereby acknowledges that the
Equipment referred to in the aforesaid Lease Supplement attached hereto and
made a part hereof has been delivered to the Owner Trustee and is included in
the property of the Owner Trustee covered by all the terms and conditions of
the Trust Agreement, subject to the pledge or mortgage thereof under the
Indenture.

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<PAGE> 52
IN WITNESS WHEREOF, the Owner Trustee has caused this
Indenture Supplement to be duly executed by one of its duly authorized
officers, as of the day and year first above written.

First Security Bank, N.A.,
not in its individual capacity, but solely as
Owner Trustee

By: ___________________________________
Name: ___________________________________
Title: ___________________________________

A-4
<PAGE> 53

State of )
) SS
County of )

On this ____ day of August, 1996, before me personally
appeared __________________________, to me personally known, who being by me
duly sworn, say that he is _________________________ of First Security Bank,
N.A., that said instrument was signed on such date on behalf of said
corporation by authority of its Board of Directors, and he acknowledged that
the execution of the foregoing instrument was the free act and deed of said
corporation.

_____________________________________________
Notary Public

[Notarial Seal]
My commission expires:

A-5
<PAGE> 54
EXHIBIT B

TERMS OF EQUIPMENT NOTES

<TABLE>
<CAPTION>
Series Principal Amount Interest Rate Final Maturity
------ ----------------- ------------- --------------
<S> <C> <C> <C>
$[____________] ____% August 28, 20__
</TABLE>

B-1
<PAGE> 55
EXHIBIT C

LOAN PARTICIPANT

<TABLE>
<CAPTION>
PERCENTAGE OF
EQUIPMENT NOTES LOAN PARTICIPANT PRINCIPAL AMOUNT
--------------- ---------------- ----------------
<S> <C> <C>
Equipment Notes The First National Bank of Chicago, as Trustee 100%
under the Pass Through Trust Agreement, dated as of
August 1, 1992 between The First National Bank of
Chicago and General American Transportation
Corporation, as supplemented by Trust Supplement
No. 6 thereto dated as of August 28, 1996 and by
Trust Supplement No. 7 thereto dated as of August
28, 1996
</TABLE>

C-1
<PAGE> 56
ANNEX A

AMORTIZATION SCHEDULE

____% EQUIPMENT NOTE

1996-1-__

<TABLE>
<CAPTION>
Percentage of
Remaining Principal
Payment Date Balance Payment (1)
------------ -------------------
<S> <C>
(1) The percentage should be applied to the remaining principal balance of the Equipment
Note after giving effect to prepayment, if any, to be made on the payment date.
</TABLE>

C-2
<PAGE> 57

Appendix A
Participation Agreement
Equipment Lease Agreement
Trust Indenture and Security Agreement
Trust Agreement
(GATC Trust No. 96-1)

DEFINITIONS

General Provisions

The following terms shall have the following meanings for all purposes
of the Operative Agreements referred to below, unless otherwise defined in an
Operative Agreement or the context thereof shall otherwise require and such
meanings shall be equally applicable to both the singular and the plural forms
of the terms herein defined. In the case of any conflict between the
provisions of this Appendix A and the provisions of the main body of any
Operative Agreement, the provisions of the main body of such Operative
Agreement shall control the construction of such Operative Agreement.

Unless the context otherwise requires, (i) references to agreements
shall be deemed to mean and include such agreements as the same may be amended,
supplemented and otherwise modified from time to time, and (ii) references to
parties to agreements shall be deemed to include the permitted successors and
assigns of such parties.

Defined Terms

"AAR" shall mean the Association of American Railroads or any
successor thereto.

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

"After-Tax Basis" shall mean, with respect to any payment received or
accrued by any Person, that the amount of such payment is supplemented by a
further payment or payments so that the sum of all such payments, after
reduction for all Taxes payable by such Person imposed by any taxing authority,
shall be equal to the payment due to such Person.

"Alternative Minimum Tax" shall mean the alternative minimum tax
imposed under Section 55 of the Code.

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<PAGE> 58
"Appraisal" shall have the meaning specified in Section 4.3(a) of the
Participation Agreement.

"Average Life Date" shall mean, with respect to an Equipment Note, the
date which follows the prepayment date or, in the case of an Equipment Note not
being prepaid, the date of such determination, by a period equal to the
Remaining Weighted Average Life of such Equipment Note.

"Bankruptcy Code" shall mean the United States Bankruptcy Reform Act
of 1978, as amended from time to time, 11 U.S.C. Section 101 et. seq.

"Basic Group" shall mean each of the two basic groups of Equipment so
designated in Schedule 1 to the Participation Agreement.

"Basic Prospectus" shall mean the prospectus contained in the
Registration Statement when the most recent post-effective amendment thereto
became effective.

"Basic Rent" shall mean, with respect to any Unit, all rent payable by
the Lessee to the Lessor pursuant to Section 3.2 of the Lease for the Basic
Term for such Unit, and all rent payable pursuant to Section 22.4 of the Lease
for any Renewal Term for such Unit.

"Basic Term" shall have the meaning specified in Section 3.1 of the
Lease.

"Basic Term Commencement Date" shall mean August 28, 1996.

"Basic Term Expiration Date" shall mean (i) with respect to the Units
related to Lease Supplement No. I, August 28, 20__, and (ii) with respect to
the Units related to Lease Supplement No. II, August 28, 20__.

"Basic Term Purchase Price" shall mean, with respect to any Unit, the
amount equal to the product of the percentage set forth in Schedule 7 to the
Participation Agreement applicable to such Unit and the Equipment Cost for such
Unit.

"Beneficial Interest" shall mean the interest of the Owner Participant
under the Trust Agreement.

"Bill of Sale" shall mean the full warranty bill of sale, dated the
Closing Date or the date that any Replacement Unit is subjected to the Lease,
from Lessee to Owner Trustee covering the Units delivered on the Closing Date
or such Replacement Unit, as the case may be.

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<PAGE> 59
located, or, until the Lien of the Indenture has been discharged, the city and
state in which the principal corporate trust office of the Indenture Trustee is
located.

"Certificateholder" means the Person in whose name a Pass Through
Certificate is registered in the register for Pass Through Certificates of a
particular series.

"Claims" shall have the meaning specified in Section 7.2 of the
Participation Agreement.

"Closing Date" shall have the meaning specified in Section 2.1 of the
Participation Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

"Commitment" with respect to the Owner Participant, shall have the
meaning specified in Section 2.2(a) to the Participation Agreement and with
respect to the Loan Participant, shall have the meaning specified in Section
2.2(b) to the Participation Agreement.

"Debt Rate" shall mean as of the date of determination, a rate equal
to the rate of interest per annum borne by the Equipment Notes then outstanding
(computed on the basis of a 360-day year of twelve 30-day months).

[AMSOUTH: "DEFERRED PORTION" SHALL MEAN THAT PORTION OF THE EARLY
PURCHASE PRICE, THE PAYMENT OF WHICH MAY BE DEFERRED BY THE LESSEE PAST THE
APPLICABLE EARLY PURCHASE DATE FOR SUCH UNIT OR UNITS, AS SET FORTH IN SCHEDULE
6 TO THE PARTICIPATION AGREEMENT.]

[AMSOUTH: "DEFERRED PORTION PAYMENT DATES" SHALL MEAN THE DEFERRED
PORTION PAYMENT DATES SPECIFIED ON SCHEDULE 6 TO THE PARTICIPATION AGREEMENT
FOR A RELATED BASIC GROUP OF UNITS.]

"Determination Date" shall mean the 28th day of any calendar month.

"Early Purchase Date" shall mean the early purchase date specified on
Schedule 6 to the Participation Agreement for a related Basic Group of Units.

"Early Purchase Price" shall mean, with respect to any Unit, the
amount equal to the product of the percentage set forth in Schedule 6 to the
Participation Agreement for the Basic Group to which such Unit belongs and the
Equipment Cost for such Unit.

"Equipment" shall mean collectively those items of railroad rolling
stock described in the Lease Supplements and the Indenture Supplements,
together with any and all accessions, additions, improvements and replacements
from time to time incorporated or installed in any item thereof which are the
property of the Owner Trustee pursuant to the terms of a Bill of Sale or the
Lease, and "Unit" shall mean individually the various items thereof.

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<PAGE> 60
"Equipment Cost" shall mean, for each Unit, the purchase price
therefor paid by the Owner Trustee to the Lessee pursuant to Section 2 of the
Participation Agreement and as set forth in Schedule 1 to the Participation
Agreement with respect to such Unit. Notwithstanding anything in the Operative
Agreements to the contrary, the Equipment Cost for any Replacement Unit shall
be deemed to be the Equipment Cost or deemed Equipment Cost of the Unit it
replaced.

"Equipment Notes" shall mean the Equipment Notes, each to be
substantially in the form therefor set forth in Section 2.01 of the Indenture,
issued by the Owner Trustee pursuant to Section 2.02 of the Indenture, and
authenticated by the Indenture Trustee, in principal amounts, maturities and
bearing interest at the rates and payable as provided in Section 2.02 of the
Indenture and secured as provided in the Granting Clause of the Indenture, and
shall include any Equipment Notes issued in exchange therefor or replacement
thereof pursuant to Section 2.07 or 2.08 of the Indenture. A "related"
Equipment Note, when used with respect to any Unit or Units of Equipment, shall
mean one of the Equipment Notes issued with respect to the Lease Supplement
under which such Unit or Units of Equipment is or are leased.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor law.

"Event of Loss" shall have the meaning specified in Section 11.1 of
the Lease.

"Excepted Property" shall mean (i) all indemnity payments (including,
without limitation, payments pursuant to Section 7 of the Participation
Agreement and payments under the Tax Indemnity Agreement) to which the Owner
Participant, the Owner Trustee, as trustee or in its individual capacity, or
any of their respective successors, permitted assigns, directors, officers,
employees, servants and agents is entitled pursuant to the Operative
Agreements, (ii) any right, title or interest of the Owner Trustee, as trustee
or in its individual capacity, or the Owner Participant to any payment which by
the terms of Section 17 of the Lease or any corresponding payment under Section
3.3 of the Lease shall be payable to or on behalf of the Owner Trustee, as
trustee or in its individual capacity, or to the Owner Participant, as the case
may be, (iii) any insurance proceeds payable under insurance maintained by the
Owner Trustee, as trustee or in its individual capacity, or the Owner
Participant pursuant to Section 12.5 of the Lease, (iv) any insurance proceeds
payable to or on behalf of the Owner Trustee, as trustee or in its individual
capacity, or to the Owner Participant, under any public liability insurance
maintained by Lessee pursuant to Section 12 of the Lease (which shall include
the amount of any self-insured retention paid by the Lessee) or by any other
Person, (v) Transaction Costs or other amounts or expenses paid or payable to,
or for the benefit of Owner Trustee, as trustee or in its individual capacity,
or Owner Participant pursuant to the Participation Agreement or the Trust
Agreement, (vi) all right, title and interest of Owner Participant or Owner
Trustee, as trustee or in its individual capacity, in or relating to any
portion of the Units and any other property (tangible or intangible), rights,
titles or interests to the extent any of the foregoing has been released from
the Lien of the Indenture pursuant to the terms thereof, (vii) upon termination
of the Indenture pursuant to the terms thereof with respect to any Unit, all
remaining amounts which shall have been paid or are

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<PAGE> 61
payable by Lessee and calculated on the basis of Stipulated Loss Value, (viii)
any rights of the Owner Participant or the Owner Trustee, as trustee and in its
individual capacity, to demand, collect, sue for, or otherwise receive and
enforce payment of the foregoing amounts, (ix) any amount payable to the Owner
Participant by any Transferee as the purchase price of the Owner Participant's
interest in the Trust Estate in compliance with the terms of the Participation
Agreement and the Trust Agreement and (x) the respective rights of the Owner
Trustee, as trustee and in its individual capacity, or the Owner Participant to
the proceeds of and interest on the foregoing.

"Fair Market Renewal Term" shall have the meaning specified in Section
22.4 of the Lease.

"Fair Market Rental Value" or "Fair Market Sales Value" with respect
to any Unit of Equipment shall mean the cash rent or cash price obtainable for
such Unit in an arm's length lease or sale between an informed and willing
lessee or purchaser under no compulsion to lease or purchase, as the case may
be, and an informed and willing lessor or seller, under no compulsion to lease
or sell, as the case may be, as the same shall be specified by agreement
between Lessor and Lessee. If the parties are unable to agree upon a Fair
Market Rental Value and/or a Fair Market Sales Value within 30 days after
delivery of notice by Lessee pursuant to Section 22.2 of the Lease, or
otherwise where such determination is required, within a reasonable period of
time, such value shall be determined by appraisal. Lessee will within 15 days
after such 30-day period provide Lessor the name of an appraiser that would be
satisfactory to Lessee, and Lessor and Lessee will consult with the intent of
selecting a mutually acceptable appraiser. If a mutually acceptable appraiser
is selected, the Fair Market Rental Value or the Fair Market Sales Value, as
the case may be, shall be determined by such appraiser and Lessee shall bear
the cost thereof. If Lessee and Lessor are unable to agree upon a single
appraiser within such 15-day period, two independent qualified appraisers, one
chosen by Lessee and one chosen by Lessor shall jointly determine such value
and Lessor shall bear the cost of the appraiser selected by Lessor and Lessee
shall bear the cost of the appraiser selected by Lessee. If such appraisers
cannot agree on the amount of such value within 15 days of appointment, one
independent qualified appraiser shall be chosen by the American Arbitration
Association. All three appraisers shall make a determination within a period
of 15 days following appointment, and shall promptly communicate such
determination in writing to Lessor and Lessee. If there shall be a panel of
three appraisers, the three appraisals shall be averaged and such average shall
be the Fair Market Rental Value or Fair Market Sales Value, as the case may be.
The determination made shall be conclusively binding on both the Lessor and
Lessee. If there shall be a panel of three appraisers, Lessee and Lessor shall
equally share the cost of the third appraiser. If such appraisal is pursuant
to Section 6.1(e) or is in connection with the exercise of remedies set forth
in Section 15 of the Lease, Lessee shall pay the costs of such appraisal.
Notwithstanding any of the foregoing, for the purposes of Section 15 of the
Lease, the Fair Market Rental Value or the Fair Market Sales Value, as the case
may be, shall be zero with respect to any Unit if Lessor is unable to recover
possession of such Unit in accordance with the terms of paragraph (b) of
Section 15.1 of the Lease.

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<PAGE> 62
"Final Prospectus" shall mean the prospectus supplement relating to
the Pass Through Certificates that was first filed pursuant to Rule 424(b)
promulgated pursuant to the Securities Act of 1933, as amended, together with
the Basic Prospectus.

"Fixed Rate Renewal Term" shall have the meaning specified in Section
22.4(a) of the Lease.

"FRA" shall mean the Federal Railroad Administration or any successor
thereto.

"Functional Group" shall mean each and all of the various groups of
Units so designated in Schedule 1 to the Participation Agreement.

"Hazardous Substances" shall mean any hazardous or toxic substances,
materials or wastes, including, but not limited to, those substances,
materials, and wastes listed in the United States Department of Transportation
Hazardous Materials Table (49 CFR 172.101) or by the Environmental Protection
Agency as hazardous substances (40 CFR part 302) and amendments thereto, or
such substances, materials and wastes which are or become regulated under any
applicable local, state or federal law or the equivalent under applicable
foreign laws including, without limitation, any materials, waste or substance
which is (a) petroleum, (b) asbestos, (c) polychlorinated biphenyls, (d)
defined as a "hazardous material," "hazardous substance" or "hazardous waste"
under applicable local, state or federal law or the equivalent under applicable
foreign laws, (e) designated as a "hazardous substance" pursuant to Section 311
of the Clean Water Act, (f) defined as "hazardous waste" pursuant to Section
1004 of the Resource Conservation and Recovery Act, or (g) defined as
"hazardous substances" pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation, and Liability Act.

"Income Tax" shall have the meaning specified in Section 7.1(l) of the
Participation Agreement.

"Indemnified Person" shall have the meaning specified in Section
7.2(b) of the Participation Agreement.

"Indenture" or "Trust Indenture" shall mean the Trust Indenture and
Security Agreement (GATC Trust No. 96-1), dated as of August 28, 1996 between
the Owner Trustee, in the capacities described therein, and the Indenture
Trustee. The term "Indenture" shall include, except where the context
otherwise requires, each Indenture Supplement entered into pursuant to the
terms of the Indenture.

"Indenture Default" shall mean an Indenture Event of Default or an
event which with notice or the lapse of time or both would become an Indenture
Event of Default.

"Indenture Estate" shall have the meaning specified in the Granting
Clause of the Indenture.

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"Indenture Event of Default" shall have the meaning specified in
Section 4.01 of the Indenture.

"Indenture Investment" shall mean any obligation issued or guaranteed
by the United States of America or any of its agencies for the payment of which
the full faith and credit of the United States of America is pledged.

"Indenture Supplement" shall mean an Indenture Supplement (GATC Trust
No. 96-1) dated the Closing Date or the date that any Replacement Unit is
subjected to the lien and security interest of the Indenture, substantially in
the form of Exhibit A to the Indenture, between the Owner Trustee, in the
capacities described therein, and the Indenture Trustee, covering the Units
delivered on the Closing Date or such Replacement Unit, as the case may be. A
"related" Indenture Supplement, when used with respect to any Unit or Units of
Equipment, shall mean the Indenture Supplement under which such Unit or Units
of Equipment is or are included in the Indenture Estate.

"Indenture Trustee" shall mean The First National Bank of Chicago, a
national banking association, as trustee under the Indenture and its successors
thereunder.

"Indenture Trustee Agreements" shall mean the Operative Agreements to
which the Indenture Trustee is or will be a party.

"Interchange Rules" shall mean the interchange rules or supplements
thereto of the Mechanical Division of the Association of American Railroads, as
the same may be in effect from time to time.

"Investment Banker" shall mean an independent investment banking
institution of national standing appointed by Lessee or, if the Indenture
Trustee does not receive notice of such appointment at least ten days prior to
a scheduled prepayment date or if a Lease Event of Default under the applicable
Lease shall have occurred and be continuing, appointed by the Indenture
Trustee.

"Late Rate" shall mean the lesser of 2% over the Debt Rate and the
maximum interest rate from time to time permitted by law.

"Lease" or "Lease Agreement" or "Equipment Lease" shall mean the
Equipment Lease Agreement (GATC Trust No. 96- 1), relating to the Equipment,
dated as of August 28, 1996, between the Owner Trustee, in the capacities
described therein, as Lessor, and the Lessee. The term "Lease" shall, except
where the context otherwise requires, include each Lease Supplement entered
into pursuant to the terms of the Lease.

"Lease Default" shall mean a Lease Event of Default or an event which
with notice or lapse of time or both would become a Lease Event of Default.

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<PAGE> 64
"Lease Event of Default" shall mean a Lease Event of Default under the
Lease as specified in Section 14 thereof.

"Lease Supplement" shall mean a Lease Supplement (GATC Trust No.
96-1), dated the Closing Date or the date that any Replacement Unit is
subjected to the Lease, substantially in the form of Exhibit A to the Lease,
between the Lessor and the Lessee, covering the Units delivered on the Closing
Date or such Replacement Unit, as the case may be. A "related" Lease
Supplement, when used with respect to any Unit or Units of Equipment, shall
mean the Lease Supplement under which such Unit or Units of Equipment is or are
leased.

"Lease Term" shall mean, with respect to any Unit, the Basic Term
applicable to such Unit and any Renewal Term applicable to such Unit then in
effect.

"Lessee" shall mean General American Transportation Corporation, a New
York corporation, and its successors and permitted assigns.

"Lessee Agreements" shall mean the Operative Agreements to which
Lessee is or will be a party.

"Lessor" shall have the meaning specified in the recitals to the
Lease.

"Lessor's Liens" means any Lien affecting, on or in respect of the
Equipment, the Lease or the Trust Estate arising as a result of (i) claims
against Lessor (in its individual capacity or as Owner Trustee) or the Owner
Participant, not related to the transactions contemplated by the Operative
Agreements, or (ii) acts or omissions of the Lessor (in its individual capacity
or as Owner Trustee) or the Owner Participant not related to the transactions
contemplated by the Operative Agreements or in breach of any covenant or
agreement of such Person set forth in any of the Operative Agreements, or (iii)
taxes imposed against the Lessor (in its individual capacity or as Owner
Trustee) or the Owner Participant or the Trust Estate which are not indemnified
against by the Lessee pursuant to the Participation Agreement or under the Tax
Indemnity Agreement.

"Lien" shall mean any mortgage, pledge, security interest, lien,
encumbrance, lease, disposition of title or other charge of any kind on
property.

"Limited Use Property" shall have the meaning set forth in Rev. Proc.
76-30, 1976-2 C.B. 647.

"Loan Participant" shall mean and include each registered holder from
time to time of an Equipment Note issued under the Indenture, including, so
long as it holds any Equipment Notes issued thereunder, the Pass Through
Trustee under the Pass Through Trust Agreement.

"Majority In Interest" as of a particular date of determination shall
mean with respect to any action or decision of the holders of the Equipment
Notes, the holders of more than 50% in

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<PAGE> 65
aggregate unpaid principal amount of the Equipment Notes, if any, then
outstanding which are affected by such decision or action, excluding any
Equipment Notes held by the Owner Participant or the Lessee or an Affiliate of
the Owner Participant or the Lessee unless all Equipment Notes are so held.

"Make-Whole Amount" shall mean, with respect to the principal amount
of any Equipment Note to be prepaid on any prepayment date, the amount which
the Investment Banker determines as of the third Business Day prior to such
prepayment date to equal the product obtained by multiplying (a) the excess, if
any, of (i) the sum of the present values of all the remaining scheduled
payments of principal and interest from the prepayment date to maturity of such
Equipment Note, discounted semi-annually on each August 28 and February 28 at a
rate equal to the Treasury Rate plus 0.5%, based on a 360-day year of twelve
30-day months, over (ii) the aggregate unpaid principal amount of such
Equipment Note plus any accrued but unpaid interest thereon by (b) a fraction
the numerator of which shall be the principal amount of such Equipment Note to
be prepaid on such prepayment date and the denominator of which shall be the
aggregate unpaid principal amount of such Equipment Note; provided that the
aggregate unpaid principal amount of such Equipment Note for the purpose of
clause (a)(ii) and (b) of this definition shall be determined after deducting
the principal installment, if any, due on such prepayment date.

"Modification" shall have the meaning specified in Section 9.2 of the
Lease.

"Net Economic Return" shall mean the pattern of earnings within a 10%
variance during any calendar year, net after-tax book yield and total after-tax
cash flow [AMSOUTH: (BUT NOT THE PATTERN OF EARNINGS)] expected by the original
Owner Participant with respect to the Equipment (both through the Early
Purchase Date and the Basic Term Expiration Date), utilizing the multiple
investment sinking fund method of analysis and the same assumptions as used by
such Owner Participant in making the computations of Basic Rent, Stipulated
Loss Value, Termination Value, Basic Term Purchase Price and Early Purchase
Price initially set forth in Schedules 3, 4, 6 and 7 to the Participation
Agreement.

"Non-Severable Modification" shall mean any Modification that is not
readily removable without impairing the value, utility or remaining useful life
of the Equipment or any Unit immediately prior to removal of such modification,
other than in a de minimis nature.

"Officer's Certificate" shall mean a certificate signed (i) in the
case of a corporation by the President, any Vice President, the Treasurer, an
Assistant Treasurer, the Secretary or an Assistant Secretary of such
corporation, (ii) in the case of a partnership by the Chairman of the Board,
the President or any Vice President, the Treasurer or an Assistant Treasurer of
a corporate general partner, and (iii) in the case of a commercial bank or
trust company, the Chairman or Vice Chairman of the Executive Committee or the
Treasurer, any Trust Officer, any Vice President, any Executive or Senior or
Second or Assistant Vice President, or any other officer or assistant officer
customarily performing the functions similar to those performed by the persons
who at the time shall be such officers, or to whom any corporate trust matter
is referred because of his knowledge of and familiarity with the particular
subject.

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"Operative Agreements" shall mean the Participation Agreement, the
Bill of Sale, the Trust Agreement, the Pass Through Trust Agreement, the Pass
Through Trust Supplements, the Pass Through Certificates, the Equipment Notes,
the Lease, the Lease Supplements, the Indenture, the Indenture Supplements, the
Tax Indemnity Agreement and the Underwriting Agreement.

"Outside Fixed Renewal Date" shall have the meaning specified in
Section 22.4(a) of the Lease.

"Owner Participant" shall mean Dreyfus Service Corporation, a New York
corporation [AMSOUTH LEASING CORPORATION, AN ALABAMA BANKING CORPORATION], and
its successors and permitted assigns.

"Owner Participant Agreements" shall mean the Operative Agreements to
which the Owner Participant is or will be a party.

"Owner Trustee" shall mean First Security Bank, N.A., a national
banking association, not in its individual capacity but solely as Owner Trustee
under the Trust Agreement and its successors thereunder.

"Owner Trustee Agreements" shall mean the Operative Agreements to
which the Owner Trustee, either in its individual or fiduciary capacity, is or
will be a party.

"Parent" means GATX Corporation, a New York corporation, and
its successors and assigns.

"Participants" shall mean the Loan Participant and the Owner
Participant.

"Participation Agreement" shall mean the Participation Agreement (GATC
Trust No. 96-1) dated as of August 28, 1996, among the Lessee, the Pass Through
Trustee, the Owner Participant, the Owner Trustee and the Indenture Trustee.

"Pass Through Certificates" shall mean the Pass Through Certificates
issued pursuant to each of the Pass Through Trust Supplements and the Pass
Through Trust Agreement.

"Pass Through Trust Agreement" shall mean the Pass Through Trust
Agreement, dated as of August 1, 1992, between the Lessee and the Pass Through
Trustee.

"Pass Through Trust Supplement" shall mean either of Trust Supplement
No. 6 dated as of August 28, 1996 or Trust Supplement No. 7 dated as of August
28, 1996, each between the Lessee and the Pass Through Trustee, each of which
supplements the Pass Through Trust Agreement (i) by creating a separate trust
for the holders of certain Pass Through Certificates, (ii) by authorizing the
issuance of such Pass Through Certificates and (iii) by establishing the terms
of such Pass Through Certificates.

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"Pass Through Trustee" shall mean The First National Bank of Chicago,
a national banking association, in its capacity as trustee under the Pass
Through Trust Agreement, as supplemented by the Pass Through Trust Supplements,
and each other person which may from time to time be acting as successor
trustee under the Pass Through Trust Agreement, as supplemented by the Pass
Through Trust Supplement.

"Pass Through Trustee Agreements" shall mean the Operative Agreements
to which the Pass Through Trustee is or will be a party.

"Permitted Liens" with respect to the Equipment and each Unit thereof
shall mean: (i) the interests of the Lessee and the Owner Trustee under the
Lease and the Lease Supplements; (ii) the interest of the Lessee and any
sublessee as provided in any sublease permitted pursuant to Section 8.3 of the
Lease; (iii) any Liens thereon for taxes, assessments, levies, fees and other
governmental and similar charges not due and payable or the amount or validity
of which is being contested in good faith by appropriate proceedings so long as
there exists no material risk of sale, forfeiture, loss, or loss of or
interference with use or possession of any Unit or interference with the
payment of Rent; (iv) any Liens of mechanics, suppliers, materialmen, laborers,
employees, repairmen and other like Liens arising in the ordinary course of
Lessee's (or if a sublease is then in effect, any sublessee's) business
securing obligations which are not due and payable or the amount or validity of
which is being contested in good faith by appropriate proceedings so long as
there exists no material risk of sale, forfeiture, loss, or loss of or
interference with use or possession of any Unit or interference with the
payment of Rent; (v) the Lien and security interest granted to the Indenture
Trustee under and pursuant to the Indenture, and the respective rights of the
Loan Participant, the Indenture Trustee, the Owner Participant and the Owner
Trustee under the Operative Agreements; (vi) Liens arising out of any judgment
or award against the Lessee (or any sublessee permitted pursuant to Section 8.3
of the Lease) with respect to which an appeal or proceeding for review is being
presented in good faith and for the payment of which adequate reserves have
been provided as required by generally accepted accounting principles or other
appropriate provisions have been made and with respect to which there shall
have been secured a stay of execution pending such appeal or proceeding for
review and there exists no material risk of sale, forfeiture, loss, or loss of
or interference with the use or possession of any Unit or any interest therein
or interference with the payment of Rent, and (vii) salvage rights of insurers
under insurance policies maintained pursuant to Section 12 of the Lease.

"Permitted Subleases" shall have the meaning specified in Section 8.3
of the Lease.

"Person" shall mean an individual, partnership, limited liability
company, corporation, trust, association or unincorporated organization, and a
government or agency or political subdivision thereof.

"Preliminary Final Prospectus" shall mean any preliminary prospectus
supplement to the Basic Prospectus which describes the Pass Through
Certificates and the offering thereof and is used prior to the filing of the
Final Prospectus, together with the Basic Prospectus.

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<PAGE> 68
"Premium Termination Date" shall mean (i) in the case of the Series of
Equipment Notes designated as Series A for Lease Supplement No. I, August 28,
20__, (ii) in the case of the Series of Equipment Notes designated as Series B
for Lease Supplement No. I, August 28, 20__, (iii) in the case of the Series of
Equipment Notes designated as Series A for Lease Supplement No. II, August 28,
20__, and (iv) in the case of the Series of Equipment Notes designated as
Series B for Lease Supplement No. II August 28, 20__.

"Pricing Date" shall mean the date on which the Underwriting Agreement
is executed by the Lessee and the Underwriters.

"Refunding Date" shall have the meaning specified in Section 10.2(a)
of the Participation Agreement.

"Registration Statement" shall mean the registration statement filed
by the Lessee (File Number 33-64697), including incorporated documents,
exhibits and financial statements, as amended at the time of the Closing Date,
including any post-effective amendment thereto which has become effective prior
to the Closing Date.

"Related Indemnitee Group" shall have the meaning specified in Section
7.2(b) of the Participation Agreement.

"Related Transaction" means the additional leveraged lease transaction
with respect to which the Pass Through Trustee has agreed to acquire the
equipment notes to be issued pursuant to the participation agreement dated as
of August 28, 1996 among the Lessee, the Pass Through Trustee, AmSouth Leasing
Corporation, the Owner Trustee and the Indenture Trustee.

"Remaining Weighted Average Life" shall mean, with respect to any date
of prepayment or any date of determination of any Equipment Note, the number of
days equal to the quotient obtained by dividing (a) the sum of the products
obtained by multiplying (i) the amount of each then remaining principal payment
on such Equipment Note by (ii) the number of days from and including the
prepayment date or date of determination to but excluding the scheduled payment
date of such principal payment by (b) the unpaid principal amount of such
Equipment Note.

"Renewal Term" shall mean, with respect to any Unit, any term in
respect of which the Lessee shall have exercised its option to renew the Lease
for such Unit pursuant to Section 22.4 thereof, including any Fixed Rate
Renewal Term or Fair Market Renewal Term.

"Rent" shall mean all Basic Rent and Supplemental Rent.

"Rent Payment Date" or "Payment Date" shall mean each August 28 and
February 28 of each year occurring during the Lease Term, commencing February
28, 1997, provided that if any such date shall not be a Business Day, then
"Rent Payment Date" or "Payment Date" shall mean the next succeeding Business
Day.

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<PAGE> 69
"Replacement Unit" shall mean a covered hopper car or tank car, as the
case may be, which shall have been leased under the Lease pursuant to Section
11.4 of the Lease.

"Required Modification" shall have the meaning specified in Section
9.1 of the Lease.

"Responsible Officer" shall mean, with respect to the subject matter
of any covenant, agreement or obligation of any party contained in any
Operative Agreement, the President, or any Vice President, Assistant Vice
President, Treasurer, Assistant Treasurer or other officer, who in the normal
performance of his operational responsibility would have knowledge of such
matters and the requirements with respect thereto.

"Scheduled Closing Date" shall have the meaning specified in Section
2.7 of the Participation Agreement.

"Security" shall have the same meaning as in Section 2(1) of the
Securities Act of 1933, as amended.

"Series" shall mean each of the two series of Equipment Notes for each
Lease Supplement so designated in Exhibit B to the Indenture.

"Severable Modification" shall mean any Modification that is readily
removable without causing material damage to the Equipment or any Unit and
without diminishing the value, utility or useful life of such Unit below the
value, utility or useful life of such Unit immediately prior to such
Modification, assuming that such Unit was then in the condition required to be
maintained by the terms of the Lease, other than in a de minimis nature.

"Special Purchase Defeasance" shall mean, with respect to any election
by Lessee to purchase Units under Section 22.1 or 22.3 of the Lease, the
deposit by Lessee with the Indenture Trustee prior to the date as of which
Lessor shall have declared the Lease to be in default as a result of a Lease
Event of Default under Section 14(c), 14(d), 14(e), 14(f) or 14(i) of the Lease
(in circumstances where such Lease Event of Default occurs after the date of
Lessee's notice to purchase under Sections 22.1 or 22.3 but before the Early
Purchase Date or the expiration of the Basic Term or any Renewal Term, as
applicable), of an amount sufficient to pay (i) the Early Purchase Price,
together with all other amounts due and owing by the Lessee under the Operative
Agreements, with respect to those Units which Lessee has elected to purchase on
the Early Purchase Date under Section 22.1 of the Lease, or (ii) the Basic Term
Purchase Price or Fair Market Sales Value, as the case may be, together with
all other amounts due and owing by the Lessee under the Operative Agreements,
with respect to those Units which Lessee has elected to purchase at the
expiration of the Basic Term or any Renewal Term, as applicable, under Section
22.3 of the Lease. All amounts deposited by Lessee with the Indenture Trustee
in connection with a Special Purchase Defeasance shall be held and invested by
the Indenture Trustee in accordance with Section 6.04(b) of the Indenture
pending consummation of the purchase of the related Units on the Early Purchase
Date or upon the expiration of the Basic Term or the related Renewal Term, as
applicable.

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<PAGE> 70
"Specified Investments" shall mean (i) direct obligations of the
United States of America and agencies thereof for which the full faith and
credit of the United States is pledged, (ii) obligations fully guaranteed by
the United States of America, (iii) certificates of deposit issued by, or
bankers' acceptances of, or time deposits with, any bank, trust company or
national banking association incorporated or doing business under the laws of
the United States of America or one of the States thereof having combined
capital and surplus and retained earnings of at least $500,000,000 (including
the Indenture Trustee or Owner Trustee if such conditions are met), and (iv)
repurchase agreements with any financial institution having a combined capital
and surplus of at least $750,000,000 fully collateralized by obligations of the
type described in clauses (i) and (iii) above; provided that if all of the
above investments are unavailable, the entire amount to be invested may be used
to purchase Federal funds from an entity described in (iii) above; and provided
further that no investment shall be eligible as a "Specified Investment" unless
the final maturity or date of return of such investment is 91 days or less from
the date of purchase thereof.

"STB" shall mean the Surface Transportation Board of the United States
Department of Transportation or any successor thereto.

"Stipulated Loss Value" for any Unit as of any date of determination
shall mean the amount determined by multiplying the Equipment Cost for such
Unit by the percentage set forth in Schedule 4 to the Participation Agreement
opposite the Rent Payment Date or the Determination Date, as applicable, on
which such Stipulated Loss Value is being determined for the Basic Group to
which such Unit belongs; provided that during any Renewal Term, "Stipulated
Loss Value" shall be determined as provided in Section 22.6 of the Lease.
Anything contained in the Lease or in the Participation Agreement to the
contrary notwithstanding, Stipulated Loss Value for such Unit (both before and
after any adjustment pursuant to Section 2.6 of the Participation Agreement)
will, under any circumstances and in any event, be an amount which, together
with any other amounts required to be paid by Lessee under the Lease in
connection with an Event of Loss, will be at least sufficient to pay in full as
of the date of payment thereof the aggregate unpaid principal of the Equipment
Notes issued in respect of such Unit, together with all unpaid interest and
Make-Whole Amount, if any, thereon accrued to the date on which such amount is
paid in accordance with the terms hereof and all other amounts then due to the
holders of the Equipment Notes.

"Storage Period" shall have the meaning specified in Section 6.1(c)(i)
of the Lease.

"Subsidiary" of any Person shall mean any corporation, association, or
other business entity of which more than 50% (by number of votes) of the voting
stock at the time outstanding shall at the time be owned, directly or
indirectly, by such Person or by any other corporation, association or trust
which is itself a Subsidiary within the meaning of this definition, or
collectively by such Person and any one or more such Subsidiaries.

"Supplemental Rent" shall mean all amounts, liabilities and
obligations (other than Basic Rent) which the Lessee is obligated to pay under
the Operative Agreements to or on behalf of

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<PAGE> 71
any of the other parties thereto, including, but not limited to, Termination
Value and Stipulated Loss Value payments.

"Taxes" shall have the meaning specified in Section 7.1(b) of the
Participation Agreement.

"Tax Indemnitee" shall have the meaning specified in Section 7.1 of
the Lease.

"Tax Indemnity Agreement" shall mean the Tax Indemnity Agreement dated
as of August 28, 1996 (GATC Trust No. 96-1) between the Lessee and the Owner
Participant.

"Terminated Units" shall have the meaning specified in Section 10.1 of
the Lease.

"Termination Date" shall have the meaning specified in Section 10.1 of
the Lease.

"Termination Value" for any Unit as of any date of determination shall
mean the amount determined by multiplying the Equipment Cost for such Unit by
the percentage set forth in Schedule 4 to the Participation Agreement opposite
the Rent Payment Date or the Determination Date, as applicable, on which such
Termination Value is being determined for the Basic Group to which such Unit
belongs; provided that during any Renewal Term, "Termination Value" shall be
determined as provided in Section 22.6 of the Lease. Anything contained in the
Lease or in the Participation Agreement to the contrary notwithstanding,
Termination Value for such Unit (both before and after any adjustment pursuant
to Section 2.6 of the Participation Agreement) will, under any circumstances
and in any event, be an amount which, together with any other amounts required
to be paid by Lessee under the Lease in connection with such termination, will
be at least sufficient to pay in full as of the date of payment thereof the
aggregate unpaid principal of the Equipment Notes issued in respect of such
Unit, together with all unpaid interest and Make-Whole Amount, if any, thereon
accrued to the date on which such amount is paid in accordance with the terms
thereof and all other amounts then due to the holders of the Equipment Notes.

"Total Equipment Cost" shall mean the sum of the Equipment Costs for
each Unit.

"Transaction Costs" shall have the meaning specified in Section 2.5(a)
of the Participation Agreement.

"Transferee" shall have the meaning specified in Section 6.1(a) of the
Participation Agreement.

"Treasury Rate" shall mean with respect to prepayment of each
Equipment Note, a per annum rate (expressed as a semiannual equivalent and as a
decimal and, in the case of United States Treasury bills, converted to a bond
equivalent yield), determined to be the per annum rate equal to the semiannual
yield to maturity for United States Treasury securities maturing on the Average
Life Date of such Equipment Note, as determined by interpolation between the
most recent weekly average yields to maturity for two series of United States
Treasury securities, (A)

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<PAGE> 72
one maturing as close as possible to, but earlier than, the Average Life Date
of such Equipment Note and (B) the other maturing as close as possible to, but
later than, the Average Life Date of such Equipment Note, in each case as
published in the most recent H.15(519) (or, if a weekly average yield to
maturity for United States Treasury securities maturing on the Average Life
Date of such Equipment Note is reported in the most recent H.15(519), as
published in H.15(519)). H.15(519) means "Statistical Release H.15(519),
Selected Interest Rates," or any successor publication, published by the Board
of Governors of the Federal Reserve System. The most recent H.15(519) means
the latest H.15(519) which is published prior to the close of business on the
third Business Day preceding the scheduled prepayment date.

"Trust" shall have the meaning specified in the Trust Agreement.

"Trust Agreement" shall mean that certain Trust Agreement (GATC Trust
No. 96-1), dated as of August 28, 1996, between the Owner Participant and the
Owner Trustee.

"Trust Estate" shall have the meaning set forth in Section 2.2 of the
Trust Agreement.

"Trustee" shall mean each of the Owner Trustee, the Indenture Trustee
or the Pass Through Trustee and "Trustees" shall mean the Owner Trustee,
Indenture Trustee and the Pass Through Trustee, collectively.

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

"Underwriting Agreement" shall mean that certain Underwriting
Agreement between the Lessee and the Underwriters, pertaining to the sale of
the Pass Through Certificates.

"Unit" shall mean each unit or item of Equipment.

-16-

<PAGE> 1

EXHIBIT 4.5

PARTICIPATION AGREEMENT

(GATC Trust No. 96-1)

Dated as of August 28, 1996

Among

General American Transportation Corporation,
as Lessee

First Security Bank, N.A.,
as Owner Trustee

Dreyfus Service Corporation [AMSOUTH LEASING CORPORATION],
as Owner Participant

The First National Bank of Chicago,
as Indenture Trustee

And

The First National Bank of Chicago,
as Pass Through Trustee

Covered Hoppers and Tank Cars

<PAGE> 2
Table of Contents

<TABLE>
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<S> <C> <C>
SECTION 1. DEFINITIONS; INTERPRETATION OF THIS AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 2. SALE AND PURCHASE; PARTICIPATION IN EQUIPMENT COST; CLOSING; TRANSACTION COSTS. . . . . . . . . . 2
Section 2.1. Sale and Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.2. Participation in Equipment Cost . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 2.3. Closing Date; Procedure for Participation . . . . . . . . . . . . . . . . . . . 3
Section 2.4. Owner Participant's Instructions to the Owner Trustee; Satisfaction of
Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 2.5. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 2.6. Calculation of Adjustments to Basic Rent, Stipulated Loss Value
and Termination Value; Confirmation and Verification . . . . . . . . . . . . . . 8
Section 2.7. Postponement of Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . 10

SECTION 3. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.1. Representations and Warranties of the Owner Trustee . . . . . . . . . . . . . . 12
Section 3.2. Representations and Warranties of the Lessee . . . . . . . . . . . . . . . . . . 14
Section 3.3. Representations and Warranties of the Indenture Trustee . . . . . . . . . . . . 18
Section 3.4. Representations, Warranties and Covenants Regarding Beneficial
Interest and Equipment Notes . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 3.5. Representations and Warranties of the Pass Through Trustee . . . . . . . . . . . 20
Section 3.6. Representations and Warranties of the Owner Participant . . . . . . . . . . . . 21
Section 3.7. Opinion Acknowledgment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

SECTION 4. CLOSING CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 4.1. Conditions Precedent to Investment by Each Participant . . . . . . . . . . . . . 23
Section 4.2. Additional Conditions Precedent to Investment by Pass Through
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 4.3. Additional Conditions Precedent to Investment by Owner
Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 4.4. Conditions Precedent to the Obligation of the Lessee . . . . . . . . . . . . . . 28
</TABLE>

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<TABLE>
<CAPTION>
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<S> <C> <C>
SECTION 5. FINANCIAL AND OTHER REPORTS OF THE LESSEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

SECTION 6. CERTAIN COVENANTS OF THE PARTICIPANTS, THE TRUSTEES AND THE LESSEE . . . . . . . . . . . . . . . . 30
Section 6.1. Restrictions on Transfer of Beneficial Interest . . . . . . . . . . . . . . . . 30
Section 6.2. Lessor's Liens Attributable to the Owner Participant . . . . . . . . . . . . . . 33
Section 6.3. Lessor's Liens Attributable to the Owner Trustee . . . . . . . . . . . . . . . . 34
Section 6.4. Liens Created by the Indenture Trustee and the Loan Participant . . . . . . . . 34
Section 6.5. Covenants of Owner Trustee, Owner Participant and Indenture Trustee . . . . . . 35
Section 6.6. Amendments to Operative Agreements . . . . . . . . . . . . . . . . . . . . . . . 35
Section 6.7. Covenant of the Lessee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 6.8. Merger Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 6.9. Lessee's Purchase in Certain Circumstances . . . . . . . . . . . . . . . . . . . 37
Section 6.10. Owner Participant an Affiliate of Lessee . . . . . . . . . . . . . . . . . . . . 38
Section 6.11. Corporate Existence; Place of Business . . . . . . . . . . . . . . . . . . . . . 38
Section 6.12. No Impairment of Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 7. LESSEE'S INDEMNITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 7.1. General Tax Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 7.2. General Indemnification and Waiver of Certain Claims . . . . . . . . . . . . . . 47

SECTION 8. LESSEE'S RIGHT OF QUIET ENJOYMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 9. SUCCESSOR INDENTURE TRUSTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 10. MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.1. Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.2. Refinancing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
Section 10.3. Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 10.4. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 10.5. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 10.6. No Guarantee of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 10.7. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 10.8. Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 10.9. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 10.10. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 10.11. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 10.12. Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . 57
Section 10.13. Limitations of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 10.14. Maintenance of Non-Recourse Debt . . . . . . . . . . . . . . . . . . . . . . . . 58
</TABLE>

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<PAGE> 4
<TABLE>
<CAPTION>
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Section 10.15. Ownership of and Rights in Units . . . . . . . . . . . . . . . . . . . . . . . . 59
||

EXHIBITS
- --------

Exhibit A-1 - Insurance (Primary Liability)
Exhibit A-2 - Insurance (Excess Liability)
Exhibit B - Insurance Requirements

SCHEDULES
- ---------

Schedule 1 - Description of Equipment, Designation of Basic Groups, Designation of
Functional Groups, and Equipment Cost
Schedule 2 - Commitment Percentage and Payment Information for Participants
Schedule 3 - Schedule of Basic Rent Payments
Schedule 4 - Schedule of Stipulated Loss Value and Termination Value
Schedule 5 - Terms of Equipment Notes
Schedule 6 - Early Purchase Information
Schedule 7 - Basic Term Purchase Information
</TABLE>

-iii-
<PAGE> 5
PARTICIPATION AGREEMENT (GATC TRUST NO. 96-1)

This Participation Agreement (GATC Trust No. 96-1), dated as of August
28, 1996 (this "Agreement"), among (i) General American Transportation
Corporation, a New York corporation (herein, together with its successors and
assigns, called the "Lessee"), (ii) First Security Bank, N.A., a national
banking association, not in its individual capacity except as expressly stated
herein, but solely as trustee under the Trust Agreement (as hereinafter
defined) (herein in such capacity, together with its successors and assigns,
called the "Owner Trustee"), (iii) Dreyfus Service Corporation, a New York
corporation [AMSOUTH LEASING CORPORATION, AN ALABAMA BANKING CORPORATION]
(herein, together with its successors and assigns, called the "Owner
Participant"), (iv) The First National Bank of Chicago, a national banking
association, as trustee under the Indenture (as defined below) (herein in such
capacity, together with its successors and assigns, called the "Indenture
Trustee"), and (v) The First National Bank of Chicago, a national banking
association, not in its individual capacity except as expressly provided herein
but solely as Pass Through Trustee under the Pass Through Trust Agreement (as
hereinafter defined) (herein in such capacity, together with its successors and
assigns, called the "Pass Through Trustee" or the "Loan Participant"). The
Owner Participant and the Loan Participant are herein sometimes referred to
together as the "Participants".

WITNESSETH:

WHEREAS, concurrently with the execution and delivery of this
Agreement, the Owner Participant has entered into the Trust Agreement (GATC
Trust No. 96-1) pursuant to which the Owner Trustee agrees, among other things,
to hold the Trust Estate for the benefit of the Owner Participant thereunder on
the terms specified in the Trust Agreement, subject, however, to the Lien
created under the Indenture and, subject to the terms and conditions hereof, to
purchase the Units of Equipment described in Schedule 1 hereto from the Lessee
and concurrently therewith lease such Units of Equipment to the Lessee;

WHEREAS, pursuant to the Pass Through Trust Agreement, on the Closing
Date, two grantor trusts will be created to facilitate the financing
contemplated hereby;

WHEREAS, concurrently with the execution and delivery of this
Agreement, the Owner Trustee has entered into the Indenture with the Indenture
Trustee pursuant to which Indenture the Owner Trustee agrees, among other
things, for the benefit of the holder or holders of the Equipment Notes, to
issue to the Pass Through Trustee as Loan Participant, the Equipment Notes as
evidence of the loan made by the Loan Participant participating in the
financing of the Equipment Cost for the Equipment;

WHEREAS, pursuant to the terms of the Trust Agreement, the Owner
Trustee is authorized and directed by the Owner Participant (i) to accept
delivery of the Bill of Sale evidencing the purchase and transfer of title of
each Unit to the Owner Trustee and (ii) to

<PAGE> 6
execute and deliver the Lease pursuant to which, subject to the terms and
conditions set forth therein, the Owner Trustee agrees to lease to the Lessee,
and the Lessee agrees to lease from the Owner Trustee, each Unit of Equipment
to be delivered on the Closing Date, such lease to be evidenced by the
execution and delivery of two Lease Supplements covering such Units;

WHEREAS, concurrently with the execution and delivery of this
Agreement, the Lessee and the Owner Participant have entered into the Tax
Indemnity Agreement relating to the Equipment; and

WHEREAS, the proceeds from the sale of the Equipment Notes to the Loan
Participant will be applied, together with the equity contribution made by the
Owner Participant pursuant to this Agreement, to effect the purchase of the
Equipment by the Owner Trustee contemplated hereby.

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

SECTION 1. DEFINITIONS; INTERPRETATION OF THIS AGREEMENT.

The capitalized terms used in this Agreement (including the foregoing
recitals) and not otherwise defined herein shall have the respective meanings
specified in Appendix A hereto, unless the context hereof shall otherwise
require. All references to Sections, Schedules and Exhibits herein are to
Sections, Schedules and Exhibits of this Agreement unless otherwise indicated.

SECTION 2. SALE AND PURCHASE; PARTICIPATION IN EQUIPMENT COST; CLOSING;
TRANSACTION COSTS.

Section 2.1. Sale and Purchase. Subject to the terms and
conditions hereof and on the basis of the representations and warranties set
forth herein, the Lessee agrees to sell to the Owner Trustee and the Owner
Trustee agrees to purchase from the Lessee, on the Closing Date, the Units
described in Schedule 1 as hereinafter provided, and in connection therewith,
the Owner Trustee agrees to pay to the Lessee the cost for each of the various
Units as specified in Schedule 1; provided, however, that the Owner Trustee
shall not be obligated to purchase on the Closing Date any Unit that is
destroyed, damaged, defective, in unsuitable condition or otherwise
unacceptable to the Lessee for lease pursuant to the Lease. The Lessee shall
deliver said Units of Equipment to the Owner Trustee and the Owner Trustee
shall accept such delivery on a delivery date as more fully provided herein
(the "Closing Date"); provided that the Closing Date shall occur on or prior to
September 30, 1996.

<PAGE> 7
Section 2.2. Participation in Equipment Cost.

(a) Equity Participation. Subject to the terms and conditions
hereof and on the basis of the representations and warranties set forth herein,
on the Closing Date the Owner Participant agrees to participate in the payment
of the Equipment Cost for the Units delivered on the Closing Date by making an
equity investment in the beneficial ownership of such Units in the amount equal
to the product of the aggregate Equipment Cost for the Units delivered on the
Closing Date and the percentage set forth opposite the Owner Participant's name
in Schedule 2 (the Owner Participant's "Commitment"). The aggregate amount of
the Owner Participant's Commitment plus the aggregate amount of Transaction
Costs payable by the Owner Participant shall not exceed $30,750,000 [AMSOUTH:
$15,000,000]. The Owner Participant's Commitment shall be paid to the
Indenture Trustee to be held (but not as part of the Indenture Estate) and
applied on behalf of the Owner Trustee toward the payment of the Equipment Cost
for the Units as provided in Section 2.3.

(b) Debt Participation. Subject to the terms and conditions
hereof and on the basis of the representations and warranties set forth herein,
on the Closing Date the Loan Participant agrees to participate in the payment
of the Equipment Cost for the Units delivered on the Closing Date by making a
secured loan, to be evidenced by the Equipment Notes, to the Owner Trustee in
the amount equal to the product of the aggregate Equipment Cost for the Units
delivered on the Closing Date and the percentage set forth opposite such Loan
Participant's name in Schedule 2 (the Loan Participant's "Commitment"). The
aggregate amount of the Loan Participant's Commitment shall not exceed
$90,000,000 [AMSOUTH: $37,000,000]. The Equipment Notes shall bear interest at
the rates set forth on Schedule 5.

Section 2.3. Closing Date; Procedure for Participation.

(a) Notice of Closing Date. Not later than the Pricing Date, the
Lessee shall give the Owner Participant, the Indenture Trustee, the Owner
Trustee and the Loan Participant notice (a "Notice of Delivery") by telex,
telegraph, facsimile or other form of telecommunication or telephone (to be
promptly confirmed in writing) of the Closing Date, which Notice of Delivery
shall specify in reasonable detail the number and type of Units to be delivered
on such date, the aggregate Equipment Cost of such Units, and the respective
amounts of the Owner Participant's Commitment and the Loan Participant's
Commitment required to be paid with respect to such Units. Prior to 12:00
noon, New York City time, on the Closing Date, the Owner Participant shall make
the amount of the Owner Participant's Commitment required to be paid on the
Closing Date available to the Indenture Trustee, and immediately prior to the
delivery and acceptance of the Units specified in Section 2.3(b), the Loan
Participant shall make the amount of such Loan Participant's Commitment for the
Equipment Cost required to be paid on the Closing Date available to the
Indenture Trustee, in either case, by transferring or delivering such amounts,
in funds immediately available on the Closing Date, to the Indenture Trustee,
either

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directly to, or for deposit in, the Indenture Trustee's account at The First
National Bank of Chicago, One First National Plaza, Suite 0126, Chicago,
Illinois 60670-0126, ABA No. 071000013, Clearing Account 48115377, for credit
to trust number 19-203567-1, Attn: J. Kinney GATC Trust No. 96-1. The making
available by the Owner Participant of the amount of its Commitment for the
Equipment Cost shall be deemed a waiver of the Notice of Delivery by the Owner
Participant and the Owner Trustee and the making available by the Loan
Participant of the amount of its Commitment for the Equipment Cost shall be
deemed a waiver of the Notice of Delivery by the Loan Participant and the
Indenture Trustee.

(b) Closing. The closing of the transactions contemplated hereby
(the "Closing") shall take place at 11:00 A.M., Chicago time, on the Closing
Date at the offices of Mayer, Brown & Platt, 190 South LaSalle Street, Chicago,
Illinois 60603 or at such other place or time as the parties hereto shall
agree. Upon receipt by the Indenture Trustee on the Closing Date of the full
amount of the Owner Participant's Commitment and Loan Participant's Commitment
in respect of the Units delivered on the Closing Date, the Indenture Trustee on
behalf of the Owner Trustee shall, subject to the conditions set forth in
Sections 4.1 and 4.3 having been fulfilled to the satisfaction of the Owner
Participant or waived by the Owner Participant, pay to the Lessee from the
funds then held by it, in immediately available funds, an amount equal to the
Equipment Cost for the Units delivered on the Closing Date, and simultaneously
therewith, (i) the Lessee shall deliver the Units to the Owner Trustee, (ii)
the Owner Trustee shall, pursuant to the Lease, lease and deliver the Equipment
delivered on the Closing Date to the Lessee, and the Lessee, pursuant to the
Lease, shall accept delivery of the Units under the Lease, such lease, delivery
and acceptance of the Units under the Lease shall be conclusively evidenced by
the execution and delivery by the Lessee and Owner Trustee of a separate Lease
Supplement covering each Basic Group of Equipment so delivered as described in
Schedule 1, and (iii) the Owner Trustee shall execute and deliver an Equipment
Note for each Series relating to each such Lease Supplement to the Loan
Participant. Each of the Lessee, the Owner Participant, the Owner Trustee, the
Loan Participant and the Indenture Trustee hereby agree to take all actions
required to be taken by it in connection therewith and pursuant to this Section
2.3(b).

Section 2.4. Owner Participant's Instructions to the Owner
Trustee; Satisfaction of Conditions.

(a) The Owner Participant agrees that the making available to the
Indenture Trustee of the amount of its Commitment for the Units delivered on
the Closing Date in accordance with the terms of this Section 2 shall
constitute, without further act, authorization and direction by the Owner
Participant to the Owner Trustee, subject, on the Closing Date, to the
conditions set forth in Sections 4.1 and 4.3 having been fulfilled to the
satisfaction of the Owner Participant or waived by the Owner Participant, to
take the actions specified in Section 2.1 of the Trust Agreement with respect
to the Units on the Closing Date.

(b) The Owner Participant agrees that the authorization by the
Owner Participant or its counsel to the Indenture Trustee to release to the
Lessee the Owner Participant's Commitment

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<PAGE> 9
with respect to the Units delivered on the Closing Date shall constitute,
without further act, notice and confirmation that all conditions to closing set
forth in Sections 4.1 and 4.3 were either met to the satisfaction of the Owner
Participant or, if not so met, were waived by it with respect to such Units.

Section 2.5. Expenses.

(a) If the Owner Participant shall have made its investment
provided for in Section 2.2 and the transactions contemplated by this Agreement
are consummated, either the Owner Participant will promptly pay, or the Owner
Trustee will promptly pay, with funds the Owner Participant hereby agrees to
pay (which, together with its Commitment, shall not exceed the amount set forth
in Section 2.2(a)) to the Owner Trustee, the following (the "Transaction
Costs") if evidenced by an invoice delivered to the Owner Participant and
approved by the Lessee within six (6) months of the Closing Date:

(i) the cost of reproducing, printing and filing the
Operative Agreements, the Equipment Notes, the Pass Through
Certificates, the Offering Memorandum relating to the Pass Through
Certificates, the Registration Statement, the Basic Prospectus, the
Preliminary Final Prospectus, the Final Prospectus and the
Underwriting Agreement and all amendments and supplements to the
foregoing, including all costs and fees in connection with filing the
Registration Statement and the initial filing and recording of the
Lease, the Indenture and any other document required to be filed or
recorded pursuant to the provisions hereof or of any other Operative
Agreement and the fees and expenses of the rating agencies in
connection with rating the Pass Through Certificates;

(ii) the reasonable fees and expenses of Thelen, Marrin,
Johnson & Bridges, special counsel for the Owner Participant, in an
amount not to exceed the amount set forth in the letter dated August
28, 1996 from such special counsel to the Lessee, plus disbursements
[AMSOUTH: AND OF BERKOWITZ, LEFKOVITS, ISOM & KUSHNER, LOCAL COUNSEL
FOR THE OWNER PARTICIPANT, IN AN AMOUNT NOT TO EXCEED THE AMOUNT SET
FORTH IN THE LETTER DATED AUGUST 28, 1996 FROM THE OWNER PARTICIPANT
TO THE LESSEE, PLUS DISBURSEMENTS], for their services rendered in
connection with the negotiation, execution and delivery of this
Participation Agreement and the Operative Agreements related hereto
and the documents for the Related Transaction;

(iii) all costs and fees in connection with the
qualification of the Pass Through Certificates under securities or
Blue Sky laws in accordance with the provisions of Section VI(f) of
the Underwriting Agreement, including filing fees and the fees and
disbursements of Kirkland & Ellis in connection therewith and in
connection with the preparation of any Blue Sky memorandum;

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<PAGE> 10
(iv) the reasonable fees and expenses of Ernst & Young,
accountants of the Lessee, for their services rendered in connection
with issuing "comfort letters" to the Underwriters;

(v) the reasonable fees and expenses of Mayer, Brown &
Platt, special counsel for the Lessee, for their services rendered in
connection with the preparation of documentation, negotiation,
execution and delivery of the Registration Statement, the Basic
Prospectus, the Preliminary Final Prospectus, the Final Prospectus,
the Underwriting Agreement, this Participation Agreement and the
Operative Agreements related hereto;

(vi) the reasonable fees and expenses of Kirkland &
Ellis, special counsel for the Underwriters, for their services
rendered in connection with the preparation of documentation,
negotiation, execution and delivery of the Preliminary Final
Prospectus, the Final Prospectus, the Underwriting Agreement, this
Participation Agreement and the Operative Agreements related hereto;

(vii) the reasonable fees and expenses of Alvord & Alvord,
special STB counsel, and McCarthy Tetrault, special Canadian counsel,
for the Owner Participant and the Indenture Trustee;

(viii) the reasonable fees and expenses of Ray, Quinney &
Nebeker, special counsel for the Owner Trustee, for their services
rendered in connection with the negotiation, execution and delivery of
this Participation Agreement and the Operative Agreements related
hereto;

(ix) the commissions payable to the Underwriters in
connection with the sale of the Pass Through Certificates;

[AMSOUTH: (X)-1 THE REASONABLE OUT-OF-POCKET EXPENSES OF THE
OWNER PARTICIPANT;]

(x) the initial fees and reasonable out-of-pocket
expenses of the Owner Trustee;

(xi) the initial fees and reasonable out-of-pocket
expenses of the Indenture Trustee;

(xii) the initial fees and reasonable out-of-pocket
expenses of the Pass Through Trustee;

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<PAGE> 11
(xiii) the reasonable fees and expenses of R.L. Banks &
Associates, Inc. [AMSOUTH: NORMAN W. SEIP & ASSOCIATES] for their
services rendered in connection with delivering the Appraisal required
by Section 4.3(a); and

(xiv) the costs incurred in connection with any adjustment
pursuant to Section 2.6(a).

Notwithstanding the foregoing, Transaction Costs shall not include
internal costs and expenses such as salaries and overhead of whatsoever kind or
nature of, nor costs incurred by, parties to this Participation Agreement
pursuant to arrangements with third parties for services (other than those
expressly referred to above), such as travel expenses, computer time
procurement, financial analysis and consulting, advisory services and costs of
a similar nature.

(b) Upon the consummation of the transactions contemplated by this
Agreement, the Lessee agrees to pay when due: (i) the reasonable expenses
(including reasonable legal fees and expenses) of the Owner Trustee, the
Indenture Trustee and the Participants incurred subsequent to the delivery of
the Equipment on the Closing Date, in connection with any supplements,
amendments, modifications, alterations, waivers or consents of any of the
Operative Agreements which are (1) requested by, or necessitated by action or
inaction on the part of, the Lessee or by any applicable law or regulation
(other than laws or regulations solely relating to the business of the Lessor
or the Owner Participant) or entered into in connection with, or as a result
of, a Lease Default or (2) necessary or required to effectuate the purpose or
intent of any Operative Agreement (including costs incurred in connection with
any adjustment pursuant to Section 2.6); (ii) the ongoing reasonable fees and
expenses (including reasonable legal fees and expenses) of the Owner Trustee
under the Trust Agreement; (iii) the ongoing reasonable fees and expenses of
the Indenture Trustee under the Operative Agreements; and (iv) the ongoing
reasonable fees and expenses of the Pass Through Trustee under the Pass Through
Trust Agreement.

(c) If the transactions contemplated hereby are not consummated as
a result of (i) the Lessee's default in its obligations to consummate the
transactions contemplated hereby, (ii) the Lessee's failure to consummate the
transactions contemplated hereby after the satisfaction or waiver of the
conditions set forth in Section 4 (other than conditions the satisfaction of
which are solely in the control of the Lessee), or (iii) subject to the next
sentence, in any other circumstance, the Lessee shall pay all Transaction
Costs. Notwithstanding anything contained herein to the contrary, if the
transactions contemplated hereby are not consummated as a result of (x) the
Owner Participant's default in its obligations to consummate the transactions
hereunder, or (y) the Owner Participant's failure to make its equity investment
as required by Section 2.2(a) after the conditions specified in Section 4 have
been satisfied or waived by it in writing (other than conditions the
satisfaction of which are solely in the control of the Owner Participant), the
Owner Participant shall pay all Transaction Costs other than such costs and
expenses that would otherwise benefit the Lessee in ultimately closing the
transaction.

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<PAGE> 12
(d) Notwithstanding the foregoing provisions of this Section 2.5,
except as specifically provided in Section 7.2 or in any other Operative
Agreement, the Lessee shall have no liability for any costs or expenses
relating to any voluntary transfer of the Owner Participant's interest in the
Equipment including any transfer prior to the Closing Date of the Owner
Participant's obligation to fund its participation pursuant to Section 2 (other
than in connection with any transfer pursuant to Sections 10.2, 11.4, 22.1 or
22.3 of the Lease or Section 6.9 hereof or a Lease Event of Default) and no
such costs or expenses shall constitute Transaction Costs and the Lessee will
not have any obligation with respect to the costs and expenses resulting from
any voluntary transfer of any equity interest by any transferee of the Owner
Participant, whenever occurring (other than in connection with a Lease Event of
Default).

Section 2.6. Calculation of Adjustments to Basic Rent, Stipulated
Loss Value and Termination Value; Confirmation and Verification.

(a) Calculation of Adjustments. In the event that (A) the Closing
Date is other than August 28, 1996 or (B) the Transaction Costs paid by the
Owner Participant pursuant to Section 2.5 prior to the first Rent Payment Date
are less or more than 0.75% of the Total Equipment Cost or (C) the Closing Date
is later than September 15, 1996 [AMSOUTH: AUGUST 29, 1996] and the rate of 5
[AMSOUTH: 5-1/2] year U.S. Treasury bills on the Closing Date is not 6.54%
[AMSOUTH: 6.56%] or (D) a refinancing contemplated by Section 10.2 occurs,
then, in each such case, the Owner Participant shall recalculate the payments
or amounts, as the case may be, of Basic Rent, Stipulated Loss Values,
Termination Values, Early Purchase Price and Basic Term Purchase Price, (i) to
preserve the Net Economic Return that the Owner Participant would have realized
had the Closing Date been August 28, 1996, had the Transaction Costs equaled
0.75% of the Total Equipment Cost, had the rate of 5 [AMSOUTH: 5-1/2] year U.S.
Treasury bills on the Closing Date been 6.54% [AMSOUTH: 6.56%] or had such
refinancing not occurred, and (ii) to minimize to the greatest extent possible,
consistent with the foregoing clause (i), the present value (discounted
semiannually at an interest rate per annum equal to the Debt Rate) of the
payments of Basic Rent. Any such recalculation performed due to the occurrence
of an event described in clause (A), (B) or (C) above shall be made prior to
the first Rent Payment Date. In performing any such recalculation and in
determining the Owner Participant's Net Economic Return, the Owner Participant
shall utilize the same methods and assumptions originally used in making the
computations of Basic Rent, Stipulated Loss Values, Termination Values, Early
Purchase Price and Basic Term Purchase Price with respect to the Basic Term
initially set forth in Schedules 3, 4, 6 and 7 to this Participation Agreement
(other than those assumptions changed as a result of any of the events
described in clauses (A) through (D) of the preceding sentence necessitating
such recalculation; it being agreed that such recalculation shall reflect
solely any changes of assumptions or facts resulting directly from the event or
events necessitating such recalculation). Such adjustments shall comply (to
the extent the original structure complied) with section 467 of the Code and
the requirements of Sections 4.02(5), 4.07(1) and (2) and 4.08(1) of Revenue
Procedure 75-28, as amended, calculated, except in the case of a refinancing
pursuant to Section 10.2, without taking into account any

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<PAGE> 13
change after the Pricing Date in or to Section 467 of the Code (and any
regulations thereunder) and such requirements of Revenue Procedure 75-28.

(b) Confirmation and Verification. Upon completion of any
recalculation described above in this Section 2.6, a duly authorized officer of
the Owner Participant shall provide a certificate to the Lessee either (x)
stating that the payments of Basic Rent, Stipulated Loss Values, Termination
Values, Early Purchase Price and Basic Term Purchase Price with respect to the
Basic Term as are then set forth in Schedules 3, 4, 6 and 7 of this
Participation Agreement do not require change, or (y) setting forth such
adjustments to the payments of Basic Rent, Stipulated Loss Values, Termination
Values, Early Purchase Price or Basic Term Purchase Price with respect to the
Basic Term as have been calculated by the Owner Participant in accordance with
Section 2.6(a) above. Such certificate shall describe in reasonable detail the
basis for any such adjustments, and any such adjustment and corresponding
adjustments to the Stipulated Loss Values, Termination Values, Early Purchase
Price and Basic Term Purchase Price will be computed on a basis consistent with
that used by the Owner Participant in the original calculation of Basic Rent.
Any such adjustment shall be deemed approved upon notice of such approval by
the Lessee to the Owner Participant or on the thirty-first (31st) day following
delivery of such certificate by the Owner Participant to the Lessee unless the
Lessee, prior to such day, requests verification pursuant to the following
sentence, and shall become effective as of the earlier of (i) the first Rent
Payment Date and (ii) the date the Lessee approves or has been deemed to have
approved such adjustment (except that any adjustment to Stipulated Loss Value
shall be effective as of the Closing Date). If the Lessee shall so request,
the recalculation of any such adjustments described in this Section 2.6 shall
be verified by a nationally recognized firm of independent accountants selected
by the Owner Participant and reasonably acceptable to the Lessee and any such
recalculation of such adjustment as so verified shall be binding on the Lessee
and the Owner Participant. Such accounting firm shall be requested to make its
determination within 30 days. The Owner Participant shall provide to a
representative of such accounting firm, on a confidential basis, such
information as it may reasonably require, including the original assumptions
used by the Owner Participant and the methods used by the Owner Participant in
the original calculation of, and any recalculation of, Basic Rent, Stipulated
Loss Values, Termination Values, Early Purchase Price and Basic Term Purchase
Price and such other information as is necessary to determine whether the
computation is accurate and in conformity with the provisions of this
Agreement, provided that in no event shall the Owner Participant have any
obligation to provide the Lessee with any such information; and provided,
further, that the Owner Participant shall have no obligation to disclose to the
Lessee, such accounting firm or any other Person, or to permit the Lessee, such
accounting firm or any other Person, to examine any federal, state or local
income tax returns of the Owner Participant, or books or accounting records
related thereto, for any taxable year. Subject to the immediately following
sentence, the costs of such verification shall be borne by the Lessee. If such
accounting firm's verification shall result in a decrease in the net present
value (expressed as a percentage of Total Equipment Cost) of the Basic Rent
(discounted semiannually at a rate per annum equal to the Debt Rate) under this
Lease calculated as of the Closing Date, as compared to the net present value
of Basic Rent proposed by the Owner Participant, by more than

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<PAGE> 14
10 basis points, then the Owner Participant agrees to reimburse the Lessee for
any amounts paid for such verification. Any revised adjustment resulting from
such verification shall become effective on the next Rent Payment Date after
such verification has been concluded (except that any adjustment to Stipulated
Loss Value shall be effective as of the Closing Date), and shall take into
account any underpayment or overpayment, together with interest thereon at the
Debt Rate, resulting from an earlier effectiveness of the original adjustment.

(c) Compliance. Notwithstanding the foregoing, any adjustment
made to the payments of Basic Rent, Stipulated Loss Values, Termination Values
or Early Purchase Price with respect to the Basic Term, pursuant to the
foregoing, shall comply with the following requirements: (i) each installment
of Basic Rent, as so adjusted, under any circumstances and in any event, will
be in an amount at least sufficient for the Owner Trustee to pay in full as of
the due date of such installment any payment of principal of and interest on
the Equipment Notes required to be paid on the due date of such installment of
Basic Rent, and (ii) Stipulated Loss Value, Termination Value and Early
Purchase Price, as so adjusted, under any circumstances and in any event, will
be an amount which, together with any other amounts required to be paid by the
Lessee under the Lease in connection with an Event of Loss or a termination of
the Lease, as the case may be, will be at least sufficient to pay in full, as
of the date of payment thereof, the aggregate unpaid principal of, any
Make-Whole Amount and all unpaid interest on the Equipment Notes, accrued to
the date on which Stipulated Loss Value, Termination Value or Early Purchase
Price, as the case may be, is paid in accordance with the terms of the Lease.

(d) Invoices. All invoices in respect of Transaction Costs to the
extent not delivered on the Closing Date shall be directed to the Owner
Participant at the address set forth in Section 10.4, with a copy to the
Lessee.

Section 2.7. Postponement of Closing Date.

(a) The scheduled Closing Date may be postponed from time to time
with respect to all of the Units for any reason (but to no later than September
30, 1996) if the Lessee gives the Owner Participant, the Indenture Trustee, the
Pass Through Trustee and the Owner Trustee telex, telegraphic, facsimile or
telephonic (confirmed in writing) notice of the postponement and notice of the
date to which such Closing Date has been postponed, the notice of postponement
to be received by each party no later than 5:30 P.M., New York City time, on
the originally scheduled Closing Date, and the term "Closing Date" as used in
this Agreement shall mean the postponed "Closing Date".

(b) In the event of any postponement of the originally scheduled
Closing Date pursuant to this Section 2.7 (the originally scheduled Closing
Date being referred to as the "Scheduled Closing Date" for the purposes of this
Section 2.7): (i) the Lessee will reimburse the Owner Participant for the loss
of the use of its funds with respect to each such Unit occasioned by such
postponement or failure to deliver or accept (unless such failure to accept is
caused by a default by the Owner Participant hereunder or by the Owner Trustee
(acting

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<PAGE> 15
pursuant to instructions from the Owner Participant) under the Trust Agreement,
the Lease or the Indenture) by paying to the Owner Participant on demand
interest at the Debt Rate, for the period from and including the Scheduled
Closing Date to but excluding the earlier of the date upon which such funds are
returned to the Owner Participant (unless such funds are returned after 1:00
p.m. (New York City time) in which case such date of return shall be included)
or the actual Closing Date; provided that the Lessee shall in any event pay to
the Owner Participant at least one day's interest at the Debt Rate on the
amount of such funds, unless the Owner Participant shall have received, prior
to 12:00 noon (New York City time) on the Business Day preceding the Scheduled
Closing Date, a notice of postponement of the Scheduled Closing Date pursuant
to Section 2.7(a), and (ii) the Indenture Trustee will return not later than
10:00 A.M. New York City time, on the first Business Day following the
Scheduled Closing Date, any funds which it shall have received from the Owner
Participant as its Commitment for such Units, absent joint instructions from
the Lessee and the Owner Participant to retain such funds until the specified
date of postponement established under Section 2.7(a).

(c) The Indenture Trustee agrees that, in the event it has
received telephonic notice (to be confirmed promptly in writing) from the
Lessee on the Scheduled Closing Date that such Scheduled Closing Date is to be
postponed, it will if instructed in the aforementioned notice from the Lessee
(which notice shall specify the securities to be purchased) use reasonable best
efforts to invest, at the risk of the Lessee (except as provided below with
respect to the Indenture Trustee's gross negligence or willful misconduct), the
funds received by it from the Owner Participant with respect to its Commitment
in Specified Investments in accordance with the Lessee's instructions. Any
such Specified Investments purchased by the Indenture Trustee upon instructions
from the Lessee shall be held in trust by the Indenture Trustee (but not as
part of the Indenture Estate under the Indenture) for the benefit of the Owner
Participant whose funds are invested in Specified Investments upon instructions
from the Lessee and any net profits on the investment of such funds (including
interest), if any, shall be for the account of and shall on the Closing Date,
or on the date such funds are returned to the Owner Participant, be paid over
to, the Lessee. The Lessee shall pay to the Indenture Trustee on the Closing
Date (if such Unit or Units are delivered and accepted pursuant hereto) the
amount of any net loss on the investment of such funds invested at the
instruction of the Lessee. If the funds furnished by the Owner Participant
with respect to such Unit or Units are required to be returned to the Owner
Participant, the Lessee shall, on the date on which such funds are so required
to be returned, reimburse the Indenture Trustee, for the benefit of the Owner
Participant, for any net losses incurred on such investments. The Indenture
Trustee shall not be liable for failure to invest such funds or for any losses
incurred on such investments except for its own willful misconduct or gross
negligence. In order to obtain funds for the payment of Equipment Cost for
such Unit or Units or to return funds furnished by the Owner Participant to the
Indenture Trustee for the benefit of the Owner Participant with respect to such
Unit or Units, the Indenture Trustee is authorized to sell any Specified
Investments purchased as aforesaid with the funds received by it from the Owner
Participant in connection with such Unit or Units.

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(d) Notwithstanding the provisions of Section 2.7(a), the Owner
Participant shall not be under any obligation to make its Commitment available
beyond 11:00 A.M. (New York City time) on September 30, 1996.

SECTION 3. REPRESENTATIONS AND WARRANTIES.

Section 3.1. Representations and Warranties of the Owner Trustee.
The Owner Trustee, in its individual capacity (except with respect to clauses
(c) and (k) (to the extent applicable to the Owner Trustee in its capacity as
Owner Trustee) below) and as Owner Trustee with respect to clauses (c), (e) (to
the extent provided therein) and (k) (to the extent applicable to the Owner
Trustee in its capacity as Owner Trustee) below, represents and warrants to the
Owner Participant, each of the other Trustees and the Lessee, notwithstanding
the provisions of Section 10.13 or any similar provision in any other Operative
Agreement, that, as of the date hereof:

(a) the Owner Trustee in its individual capacity (i) is a national
banking association duly organized and validly existing in good standing under
the laws of the United States of America, (ii) has full corporate power and
authority to carry on its business as now conducted and to enter into and
perform its obligations hereunder and under the Trust Agreement and (iii)
(assuming due authorization, execution and delivery of the Trust Agreement by
the Owner Participant) has full power and authority, as Owner Trustee and/or,
to the extent expressly provided herein or therein, in its individual capacity,
to enter into and perform its obligations under each of the Owner Trustee
Agreements;

(b) (i) the Owner Trustee, in its individual capacity, has duly
authorized, executed and delivered the Trust Agreement, (ii) (assuming the due
authorization, execution and delivery of the Trust Agreement by the Owner
Participant) the Owner Trustee in its trust capacity and, to the extent
expressly provided therein, in its individual capacity, has duly authorized,
executed and delivered each of the other Owner Trustee Agreements and, as of
the Closing Date, the Equipment Notes, the Lease Supplements and the Indenture
Supplements to be delivered on the Closing Date, and (iii) the Trust Agreement
constitutes a legal, valid and binding obligation of the Owner Trustee, in its
individual capacity, enforceable against it in its individual capacity in
accordance with its terms except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the rights of
creditors generally and by general principles of equity;

(c) assuming the due authorization, execution and delivery of the
Trust Agreement by the Owner Participant, each of the Owner Trustee Agreements
(other than the Trust Agreement) to which it is a party constitutes, or when
entered into will constitute, a legal, valid and binding obligation of the
Owner Trustee, enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the rights of creditors generally
and by general principles of equity;

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(d) neither the execution and delivery by the Owner Trustee, in
its individual capacity or as Owner Trustee, as the case may be, of the Owner
Trustee Agreements or the Equipment Notes to be delivered on the Closing Date,
nor the consummation by the Owner Trustee, in its individual capacity or as
Owner Trustee, as the case may be, of any of the transactions contemplated
hereby or thereby, nor the compliance by the Owner Trustee, in its individual
capacity, or as Owner Trustee, as the case may be, with any of the terms and
provisions hereof and thereof, (i) requires or will require any approval of its
stockholders, or approval or consent of any trustees or holders of any
indebtedness or obligations of it in its individual capacity, or (ii) violates
or will violate its charter documents or by-laws, or contravenes or will
contravene any provision of, or constitutes or will constitute a default under,
or results or will result in any breach of, any indenture, mortgage, chattel
mortgage, deed of trust, conditional sale contract, bank loan or credit
agreement, license or other agreement or instrument to which the Owner Trustee
in its individual capacity is a party or by which it is bound, or contravenes
or will contravene any law, governmental rule or regulation of the United
States of America or the State of Utah governing the banking or trust powers of
the Owner Trustee, or any judgment or order applicable to or binding on it;

(e) there are no Taxes payable by the Owner Trustee, either in its
individual capacity or as Owner Trustee, imposed by the State of Utah or any
political subdivision thereof or by the United States of America in connection
with the execution and delivery by the Owner Trustee in its individual capacity
of the Trust Agreement, and, in its individual capacity or as Owner Trustee, as
the case may be, of this Agreement, the other Owner Trustee Agreements (other
than the Trust Agreement) or the Equipment Notes to be delivered on the Closing
Date solely because the Owner Trustee in its individual capacity is a national
banking association with its principal place of business in Salt Lake City,
Utah and performs certain of its duties as Owner Trustee in the State of Utah;
and there are no Taxes payable by the Owner Trustee, in its individual capacity
or as Owner Trustee, as the case may be, imposed by the State of Utah or any
political subdivision thereof or by the United States of America in connection
with the acquisition of its interest in the Equipment (other than franchise or
other taxes based on or measured by any fees or compensation received by the
Owner Trustee for services rendered in connection with the transactions
contemplated hereby) solely because the Owner Trustee in its individual
capacity is a national banking association with its principal place of business
in Salt Lake City, Utah and performs certain of its duties as Owner Trustee in
the State of Utah;

(f) there are no pending or, to its knowledge, threatened actions
or proceedings against the Owner Trustee, either in its individual capacity or
as Owner Trustee, before any court or administrative agency which individually
or in the aggregate, if determined adversely to it, would materially adversely
affect the ability of the Owner Trustee, in its individual capacity or as Owner
Trustee, as the case may be, to perform its obligations under the Trust
Agreement, the other Owner Trustee Agreements or the Equipment Notes to be
delivered on the Closing Date;

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(g) both its chief executive office, and the place where its
records concerning the Equipment and all its interest in, to and under all
documents relating to the Trust Estate, are located at Salt Lake City, Utah,
and the Owner Trustee, in its individual capacity, agrees to give the Owner
Participant, the Indenture Trustee and the Lessee written notice within 30 days
following any relocation of said chief executive office or said place from its
present location;

(h) no consent, approval, order or authorization of, giving of
notice to, or registration with, or taking of any other action in respect of,
any Utah state or local governmental authority or agency or any United States
federal governmental authority or agency regulating the banking or trust powers
of the Owner Trustee, in its individual capacity, is required for the execution
and delivery of, or the carrying out by, the Owner Trustee in its individual
capacity or as Owner Trustee, as the case may be, of any of the transactions
contemplated hereby or by the Trust Agreement or of any of the transactions
contemplated by any of the other Owner Trustee Agreements, other than any such
consent, approval, order, authorization, registration, notice or action as has
been duly obtained, given or taken;

(i) on the Closing Date, the Owner Trustee's right, title and
interest in and to the Equipment delivered on the Closing Date shall be free of
any Liens attributable to the Owner Trustee in its individual capacity;

(j) the proceeds received by the Owner Trustee from the Owner
Participant pursuant to the Trust Agreement will be administered by it in
accordance with Article IV of the Trust Agreement;

(k) the Owner Trustee shall receive from the Lessee such title as
was conveyed to it by the Lessee, subject to the rights of the Owner Trustee
and the Lessee under the Lease and the security interest created pursuant to
the Indenture and the Indenture Supplement in respect of the Units delivered on
the Closing Date, and there will be no Lessor's Liens attributable to it on the
Equipment or any interest therein or on the Trust Estate; and

(l) to its knowledge, no Indenture Default or Indenture Event of
Default has occurred and is continuing.

Section 3.2. Representations and Warranties of the Lessee. The
Lessee represents and warrants to the Trustees and the Owner Participant that,
as of the date hereof:

(a) the Lessee is a corporation duly organized, validly existing,
and in good standing under the laws of the State of New York, is duly licensed
or qualified and in good standing in each jurisdiction in which the failure to
so qualify would have a material adverse effect on its ability to carry on its
business as now conducted or to enter into and perform its obligations under
the Lessee Agreements, has the corporate power and authority to sell the
Equipment to the Owner Trustee and to carry on its business as now conducted,
and has the requisite power and authority to execute, deliver and perform its
obligations under the Lessee Agreements;

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(b) the Lessee Agreements have been duly authorized by all
necessary corporate action (no shareholder approval being required), executed
and delivered (or in the case of the Lease Supplements in respect of the Units
delivered on the Closing Date will on the Closing Date have been duly executed
and delivered) by the Lessee, and constitute (or in the case of the Lease
Supplement in respect of the Units delivered on the Closing Date will on the
Closing Date constitute) the legal, valid and binding obligations of the
Lessee, enforceable against the Lessee in accordance with their respective
terms except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally and by general principles of equity;

(c) the execution, delivery and performance by the Lessee of each
Lessee Agreement and compliance by the Lessee with all of the provisions
thereof do not and will not contravene any law or regulation, or any order of
any court or governmental authority or agency applicable to or binding on the
Lessee or any of its properties, or contravene the provisions of, or constitute
a default by the Lessee under, or result in the creation of any Lien (except
for Permitted Liens) upon the property of the Lessee under its certificate of
incorporation or by-laws or any indenture, mortgage, contract or other
agreement or instrument to which the Lessee is a party or by which the Lessee
or any of its property is bound or affected;

(d) except for those matters discussed in the financial statements
provided to the Participants under Section 3.2(e), there are no proceedings
pending or, to the knowledge of the Lessee, threatened against the Lessee or
any Subsidiary in any court or before any governmental authority or arbitration
board or tribunal which individually or in the aggregate would, if determined
adversely to it, materially and adversely affect the financial condition or
business of the Lessee and its consolidated Subsidiaries, taken as a whole, or
impair the ability of the Lessee to perform its obligations under the Lessee
Agreements or which questions the validity of any Lessee Agreement or any
action taken or to be taken pursuant thereto. Neither the Lessee nor any
Subsidiary is in default with respect to any order of any court or governmental
authority or arbitration board or tribunal, the default under which would
affect adversely the ability of the Lessee to perform its obligations under the
Lessee Agreements;

(e) the audited consolidated balance sheets and consolidated
statements of income and retained earnings and cash flows of the Lessee for the
fiscal year ended December 31, 1995, fairly present, in conformity with
generally accepted accounting principles, the consolidated financial position
of the Lessee and its Subsidiaries as of such date and the results of their
operations for the period then ended. The unaudited consolidated balance
sheets and consolidated statements of income and retained earnings and cash
flows of the Lessee and its Subsidiaries for the six-month period ended June
30, 1996 fairly present, in conformity with generally accepted accounting
principles consistently applied (except for the absence of footnotes in the
June 30, 1996 financial statements), the consolidated financial position of the
Lessee and its Subsidiaries as of such date and the results of their operations
for the period then ended, subject to normal year-end adjustments. Since
December 31, 1995, there has been no material

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<PAGE> 20
adverse change in the condition, financial or otherwise, of the Lessee and its
consolidated Subsidiaries, taken as a whole, as shown on the financial
statements of Lessee as of such date;

(f) no consent, approval or authorization of, or filing,
registration or qualification with, or the giving of notice to, any trustee or
any holder of indebtedness of Lessee or any governmental authority on the part
of the Lessee is required in connection with the execution and delivery by the
Lessee of the Lessee Agreements, other than notices required to be filed with
the STB and the Registrar General of Canada, which STB notice shall have been
filed on the Closing Date and which Canadian notice shall be filed promptly
following the Closing Date;

(g) the Lease, the Indenture, the Lease Supplements in respect of
the Units delivered on the Closing Date and the Indenture Supplements in
respect of the Units delivered on the Closing Date will on or before the
Closing Date be duly filed with the STB pursuant to 48 U.S.C. Section 11301 and
deposited with the Registrar General of Canada pursuant to Section 90 of the
Railway Act of Canada and such filing with the STB pursuant to 49 U.S.C.
Section 11301 will perfect the Owner Trustee's and the Indenture Trustee's
rights in such Operative Agreements and in the Units, and such deposit with the
Registrar General of Canada will perfect the Owner Trustee's and the Indenture
Trustee's rights in such Operative Agreements and in the Units and no other
filing, recording or deposit with, or giving of notice to any other federal,
state, provincial or local government or agency thereof, or any other action,
is necessary in order to protect the rights of the Owner Trustee and the
Indenture Trustee in such Operative Agreements or in such Units in the United
States, any state thereof, the District of Columbia or to protect the rights of
the Owner Trustee and the Indenture Trustee in such Operative Agreements or in
such Units in Canada or any province thereof;

(h) the Equipment is covered by the insurance required by Section
12 of the Lease and all premiums due prior to the Closing Date in respect of
such insurance shall have been paid in full;

(i) the Lessee has timely filed all United States Federal income
tax returns and all other material tax returns which are required to be filed
by it and has paid all taxes due pursuant to such returns or pursuant to any
assessment made against the Lessee or any of its assets (other than
assessments, the payment of which is being contested in good faith by
appropriate proceedings by the Lessee and none of which are material), and no
tax liens have been filed and no claims are being asserted with respect to any
such taxes, fees or other charges which could reasonably be expected to have a
materially adverse effect on its ability to perform its obligations under the
Lessee Agreements. The provision for taxes on the books of the Lessee is
adequate for all open years, and for its current fiscal period;

(j) no Lease Default or Lease Event of Default has occurred and is
continuing and to the knowledge of Lessee, no Event of Loss, or event with
which the giving of notice and/or the passage of time would constitute an Event
of Loss, has occurred;

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(k) the Lessee is not an "investment company" or an "affiliated
person" of an "investment company" within the meaning of the Investment Company
Act of 1940;

(l) the acquisition by the Owner Participant of the Beneficial
Interest for its own account will not constitute a prohibited transaction
within the meaning of Section 4975(c)(1)(A) through (D) of the Code or a
"Prohibited Transaction" under ERISA. The representation made by the Lessee in
the preceding clause is made in reliance upon and subject to the accuracy of
the representation of the Owner Participant in Section 3.6(h) of this
Agreement;

(m) on the Closing Date, Lessee shall have, and the Bill of Sale
to be delivered on the Closing Date shall convey, to the Owner Trustee all
legal and beneficial title to the Units being delivered on the Closing Date,
free and clear of all Liens (other than Permitted Liens of the type described
in clause (ii) with respect to sublessees, and in clauses (iii), (iv), (vi) and
(vii) of the definition thereof), and such conveyance is not void or voidable
under any applicable law;

(n) the financial statements referred to in Section 3.2(e) do not,
nor does the Registration Statement relating to the Pass Through Certificates
or any written statement furnished by the Lessee or on behalf of the Lessee in
connection with the negotiation of the Lease or any other Operative Agreement,
contain any untrue statement of a material fact or omit a material fact
necessary to make the statements contained therein or herein not misleading.
There is no fact which the Lessee has not disclosed in writing which materially
affects adversely or, so far as the Lessee can now reasonably foresee, will
materially affect adversely the properties, business, prospects, profits or
condition (financial or otherwise) of the Lessee and its Subsidiaries, taken as
a whole;

(o) none of the transactions contemplated by the Operative
Agreements (including, without limitation, the use of the proceeds from the
sale of the Equipment Notes) will result in a violation of Section 7 of the
Securities Exchange Act of 1934, as amended, or any regulations issued pursuant
thereto, including, without limitation, Regulations G, T, U and X of the Board
of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. None of the
proceeds from the sale of the Equipment Notes will be used to purchase or carry
(or refinance any borrowing the proceeds of which were used to purchase or
carry) any "security" within the meaning of the Securities Exchange Act of
1934, as amended;

(p) the Lessee is not in violation of any term of any charter
instrument, by-law or in any material respect of any other material agreement
or instrument to which it is a party or by which it may be bound. The Lessee
is in compliance with all laws, ordinances, governmental rules and regulations
to which it is subject, the failure to comply with which would have a material
and adverse effect on its operations or condition, financial or otherwise, or
would impair the ability of the Lessee to perform its obligations under the
Operative Agreements to which it is a party, and has obtained all licenses,
permits, franchises and other governmental authorizations material to the
conduct of its business;

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(q) on the Closing Date all sales, use or transfer taxes due and
payable upon the purchase of the Equipment by the Lessor and on the lease
thereof to the Lessee will have been paid or such transactions will then be
exempt from any such taxes and the Lessee will cause any required forms or
reports in connection with such taxes to be filed in accordance with applicable
laws and regulations. No taxes, fees or other charges in connection with the
execution and delivery of the Operative Agreements or the issuance and sale of
the Equipment Notes to be delivered on the Closing Date are payable;

(r) no broker's or finder's or placement fee or commission will be
payable with respect to the transactions contemplated by the Operative
Agreements as a result of any action by Lessee, except for the fees of GATX
Lease Funding, Inc., which Lessee agrees will be paid by it, and of Morgan
Stanley & Co. Incorporated and Salomon Brothers Inc, which shall be included in
Transaction Costs, and Lessee agrees that it will hold the Owner Participant,
the Owner Trustee and the Indenture Trustee harmless from any claim, demand or
liability for any other broker's or finder's or placement fees or commission
alleged to have been incurred as a result of any action by Lessee in connection
with such transactions;

(s) each Unit of the Equipment, taken as a whole, and each major
component thereof, complies in all material respects with all applicable laws
and regulations, conforms with the specifications for such Unit contained in
the Appraisal referred to in Section 4.3(a) hereof and is substantially
complete such that it is ready and available to operate in commercial service
and otherwise perform the function for which it was designed; and

(t) the Lessee is not subject to regulation as a "holding
company," an "affiliate" of a "holding company," or a "subsidiary company" of a
"holding company," within the meaning of the Public Utility Holding Company Act
of 1935, as amended.

Section 3.3. Representations and Warranties of the Indenture
Trustee. The Indenture Trustee represents and warrants to the Owner
Participant, the Owner Trustee and the Lessee that, as of the date hereof:

(a) the Indenture Trustee is a national banking association duly
organized and validly existing and in good standing under the laws of the
United States of America and has the full corporate power, authority and legal
right under the laws of the United States of America pertaining to its banking,
trust and fiduciary powers to execute, deliver and carry out the terms of each
of the Indenture Trustee Agreements;

(b) the execution, delivery and performance by the Indenture
Trustee of each of the Indenture Trustee Agreements have been duly authorized
by the Indenture Trustee and will not violate any applicable law or its
articles of association or by-laws or the provisions of any indenture,
mortgage, contract or other agreement to which it is a party or by which it is
bound;

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(c) this Agreement has been duly executed and delivered and
constitutes, and the other Indenture Trustee Agreements, when executed and
delivered, will constitute its legal, valid and binding obligation enforceable
against it in accordance with its terms;

(d) there are no proceedings pending or, to the knowledge of the
Indenture Trustee, threatened, and to the knowledge of the Indenture Trustee
there is no existing basis for any such proceedings, against or affecting the
Indenture Trustee in or before any court or before any governmental authority
or arbitration board or tribunal which, individually or in the aggregate, if
adversely determined, might impair the ability of the Indenture Trustee to
perform its obligations under the Indenture Trustee Agreements;

(e) no authorization or approval or other action by, and no notice
to or filing with, any stockholder, trustee or holder of indebtedness or any
governmental authority or regulatory body of the United States of America
governing the Indenture Trustee in its trust capacity, is required for the due
execution, delivery and performance by the Indenture Trustee of the Indenture
Trustee Agreements, except as have been previously obtained, given or taken;

(f) the Indenture Trustee is not in default under any of the
Indenture Trustee Agreements; and

(g) neither the Indenture Trustee, nor any Person authorized to
act on behalf of the Indenture Trustee, has directly or indirectly offered any
interest in the Trust Estate or the Equipment Notes or any security similar to
either thereof related to this transaction for sale to, or solicited offers to
buy any of the same from, or otherwise approached or negotiated with respect to
any of the same with, any Person other than the Pass Through Trustee, the
Underwriters and the initial purchasers of the Pass Through Certificates.

Section 3.4. Representations, Warranties and Covenants Regarding
Beneficial Interest and Equipment Notes.

(a) The Owner Trustee represents and warrants to the Lessee, each
of the other Trustees and the Owner Participant that, as of the date hereof and
as of the Closing Date, neither the Owner Trustee nor any Person authorized or
employed by the Owner Trustee as agent or otherwise in connection with the
placement of the Beneficial Interest or the Equipment Notes or any similar
interest has offered any of the Beneficial Interest or the Equipment Notes or
any similar interest for sale to, or solicited offers to buy any thereof from,
or otherwise approached or negotiated with respect thereto with, any
prospective purchaser.

(b) The Lessee represents and warrants to the Trustees and the
Owner Participant that, as of the date hereof and as of the Closing Date,
neither the Lessee nor any Person authorized or employed by the Lessee as agent
or otherwise in connection with the placement of the Beneficial Interest or the
Equipment Notes or any similar interest has offered any of the Beneficial
Interest or the Equipment Notes or similar interest for sale to, or solicited
offers to

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buy any thereof from, or otherwise approached or negotiated with respect
thereto with, any Person other than the Owner Participant and not more than 34
other institutional investors with respect to the Beneficial Interest, and,
except for the issue and sale of the Pass Through Certificates as contemplated
by the Registration Statement, the Pass Through Trustee with respect to the
Equipment Notes.

(c) Each of the Owner Trustee, the Owner Participant and the
Lessee agree, as to its own actions only, severally but not jointly that
neither the Owner Trustee, the Owner Participant nor the Lessee nor anyone
acting on behalf of the Owner Trustee, the Owner Participant or the Lessee will
offer the Beneficial Interest, the Equipment Notes, or any part thereof or any
similar interest for issue or sale to any prospective purchaser, or solicit any
offer to acquire any of the Beneficial Interest, the Equipment Notes, or any
part thereof so as to bring the issuance and sale of the Beneficial Interest,
the Equipment Notes, or any part thereof within the provisions of Section 5 of
the Securities Act of 1933, as amended.

Section 3.5. Representations and Warranties of the Pass Through
Trustee. The Pass Through Trustee represents and warrants to the Owner
Participant, the other Trustees, and the Lessee that, as of the date hereof:

(a) the Pass Through Trustee is a national banking association
duly organized and validly existing in good standing under the laws of the
United States of America and has the full corporate power, authority and legal
right under the laws of the United States of America pertaining to its banking,
trust and fiduciary powers to execute, deliver and carry out the terms of the
Pass Through Trust Agreement, the Pass Through Trust Supplements and this
Agreement;

(b) the Pass Through Trust Agreement, the Pass Through Trust
Supplements and this Agreement have been duly authorized, executed and
delivered by the Pass Through Trustee; this Agreement, the Pass Through Trust
Supplements and the Pass Through Trust Agreement constitute the legal, valid
and binding obligation of the Pass Through Trustee enforceable against it in
accordance with its terms;

(c) the execution, delivery and performance by the Pass Through
Trustee of the Pass Through Trust Agreement, the Pass Through Trust Supplements
and this Agreement, the purchase by the Pass Through Trustee of the Equipment
Notes pursuant to this Agreement, and the issuance of the Pass Through
Certificates pursuant to the Pass Through Trust Agreement and the Pass Through
Trust Supplements, do not contravene any law, rule or regulation of any United
States of America governmental authority or agency regulating the Pass Through
Trustee's banking, trust or fiduciary powers or any judgment or order
applicable to or binding on the Pass Through Trustee and do not contravene or
result in any breach of, or constitute a default under, the Pass Through
Trustee's articles of association or by-laws or any agreement or instrument to
which the Pass Through Trustee is a party or by which it or any of its
properties may be bound;

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(d) neither the execution and delivery by the Pass Through Trustee
of the Pass Through Trust Agreement, the Pass Through Trust Supplements or this
Agreement nor the consummation by the Pass Through Trustee of any of the
transactions contemplated hereby or thereby, requires the consent or approval
of, the giving of notice to, or the registration with, or the taking of any
other action with respect to, any United States of America governmental
authority or agency or any Federal governmental authority or agency regulating
the Pass Through Trustee's banking, trust or fiduciary powers;

(e) there are no pending or threatened actions or proceedings
against the Pass Through Trustee before any court or administrative agency
which individually or in the aggregate, if determined adversely to it, would
materially adversely effect the ability of the Pass Through Trustee to perform
its obligations under this Agreement, the Pass Through Trust Supplements or the
Pass Through Trust Agreement;

(f) the Pass Through Trustee is not in default under the Pass
Through Trust Agreement, as supplemented by the Pass Through Trust Supplements;

(g) the Pass Through Trustee is not directly or indirectly
controlling, controlled by or under common control with the Owner Participant,
the Owner Trustee, the Underwriters or the Lessee;

(h) the Pass Through Trustee is purchasing the Equipment Notes for
the purposes contemplated by the Operative Agreements and not with a view to
the transfer or distribution of any Equipment Note to any other Person, except
as contemplated by the Operative Agreements; and

(i) except for the issue and sale of the Pass Through Certificates
contemplated hereby, the Pass Through Trustee has not directly or indirectly
offered any Equipment Note or Pass Through Certificate or any interest in or to
the Trust Estate, the Trust Agreement or any similar interest for sale to, or
solicited any offer to acquire any of the same from, anyone other than the
Owner Trustee and the Owner Participant, and the Pass Through Trustee has not
authorized anyone to act on its behalf to offer directly or indirectly any
Equipment Note, any Pass Through Certificate or any interest in and to the
Trust Estate, the Trust Agreement or any similar interest related to this
transaction for sale to, or to solicit any offer to acquire any of the same
from, any person other than each Owner Trustee and the Owner Participant, and
the Pass Through Trustee is not in default under the Pass Through Trust
Agreement.

Section 3.6. Representations and Warranties of the Owner
Participant. The Owner Participant represents and warrants to the Trustees and
the Lessee that, as of the date hereof:

(a) the Owner Participant is a [AMSOUTH: BANKING] corporation duly
organized, validly existing and in good standing under the laws of the State of
New York [AMSOUTH: ALABAMA] and has full corporate power and authority to carry
on its business as now conducted;

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<PAGE> 26
(b) the Owner Participant has the requisite corporate power and
authority to enter into the Owner Participant Agreements and to perform its
obligations thereunder, and the execution, delivery and performance thereof do
not and will not contravene any law or regulation, or any order of any court or
governmental authority or agency applicable to or binding on the Owner
Participant or any of its properties, or contravene the provisions of, or
constitute a default under, or result in the creation of any Lien (other than
such as are created by the Operative Agreements) upon the Equipment under, its
charter documents or by-laws or any indenture, mortgage, contract or other
agreement or instrument to which the Owner Participant is a party or by which
it or any of its property is bound or affected;

(c) the Owner Participant Agreements have been duly authorized by
all necessary corporate actions on the part of the Owner Participant, do not
require any approval not already obtained of the shareholders of the Owner
Participant or any approval or consent not already obtained of any trustee or
holders of indebtedness or obligations of the Owner Participant, have been duly
executed and delivered by the Owner Participant and (assuming the due
authorization, execution and delivery by each other party thereto) constitute
the legal, valid and binding obligations of the Owner Participant, enforceable
against the Owner Participant in accordance with their respective terms, except
as enforceability may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting the rights of creditors generally and by general
principles of equity;

(d) no authorization or approval or other action by, and no notice
to or filing with, any governmental authority or regulatory body is required
for the due execution, delivery or performance by the Owner Participant of the
Trust Agreement, the Tax Indemnity Agreement or this Agreement;

(e) the Trust Estate is free of any Lessor's Liens attributable to
the Owner Participant;

(f) there are no pending or, to the Owner Participant's knowledge,
threatened actions or proceedings against the Owner Participant before any
court or administrative agency which would materially adversely affect the
Owner Participant's financial condition or its ability to perform its
obligations under the Trust Agreement, the Tax Indemnity Agreement or this
Agreement;

(g) as of the Closing Date the Owner Participant is purchasing the
Beneficial Interest to be acquired by it for its account with no present
intention of distributing such Beneficial Interest or any part thereof in any
manner which would violate the Securities Act of 1933, as amended, but without
prejudice, however, to the right of the Owner Participant at all times to sell
or otherwise dispose of all or any part of such Beneficial Interest in
compliance with the Securities Act of 1933, as amended; provided, however, that
subject to the provisions of Section 6.1, the disposition of the Beneficial
Interest shall at all times be within the Owner Participant's control. The
Owner Participant acknowledges that its Beneficial Interest has not

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<PAGE> 27
been registered under the Securities Act of 1933, as amended, and that neither
the Owner Trustee nor the Lessee contemplates filing, or is legally required to
file, any such registration statement;

(h) with respect to the source of the amount to be advanced by the
Owner Participant pursuant to Section 2.2, no part of such amount constitutes
assets of any employee benefit plan subject to Title I of ERISA or Section 4975
of the Code; and

(i) no broker's or finder's or placement fee or commission will be
payable with respect to the transactions contemplated by the Operative
Agreements as a result of any action by the Owner Participant except for the
fees of Mellon Financial Services Corporation #4 [AMSOUTH: D'ACCORD, INC.],
which will be paid by the Owner Participant and the Owner Participant agrees
that it will hold Lessee, the Indenture Trustee and Lessor harmless from any
claim, demand or liability for broker's or finder's or placement fees or
commission alleged to have been incurred as a result of any action by the Owner
Participant in connection with this transaction.

Section 3.7. Opinion Acknowledgment. Each of the parties hereto,
with respect to such party, expressly consents to the rendering by its counsel
of the opinion referred to in Section 4.1(e) and acknowledges that such opinion
shall be deemed to be rendered at the request and upon the instructions of such
party.

SECTION 4. CLOSING CONDITIONS.

Section 4.1. Conditions Precedent to Investment by Each
Participant. The obligation of each Participant to make its investment
specified with respect to such Participant in Section 2 on the Closing Date
shall be subject to the following conditions (except that paragraph (k) and
clause (i) of paragraph (p) shall not be conditions precedent to the Owner
Participant's obligations hereunder and paragraph (n) and (s) and clause (ii)
of paragraph (p) shall not be conditions precedent to the Loan Participant's
obligations hereunder):

(a) Execution of Operative Agreements. On or before the Closing
Date, this Agreement, the Trust Agreement, the Lease, the Lease Supplements in
respect of the Units delivered on the Closing Date, the Indenture, the
Indenture Supplements in respect of the Units delivered on the Closing Date,
the Equipment Notes, the Pass Through Trust Agreement, the Pass Through Trust
Supplements and the Underwriting Agreement shall each be satisfactory in form
and substance to such Participant, shall have been duly executed and delivered
by the parties thereto (except that the execution and delivery of the documents
referred to above (other than this Agreement) by a party hereto or thereto
shall not be a condition precedent to such party's obligations hereunder),
shall each be in full force and effect and executed counterparts of each shall
have been delivered to such Participant or its counsel on or before the Closing
Date; and no event shall have occurred and be continuing that constitutes a
Lease Default or an Indenture Default.

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(b) Recordation and Filing. On or before the Closing Date the
Lessee shall have caused the Lease, the Lease Supplements in respect of Units
delivered on the Closing Date, the Indenture and the Indenture Supplements in
respect of the Units delivered on the Closing Date, to be duly filed, recorded
and deposited with the STB in conformity with 49 U.S.C. Section 11301 and with
the Registrar General of Canada pursuant to Section 90 of the Railway Act of
Canada and all necessary actions shall have been taken to cause publication of
notice of such deposit in The Canada Gazette in accordance with said Section 90
within 21 days after the Closing Date, and the Lessee shall furnish the
Indenture Trustee, the Owner Trustee and each Participant proof thereof.

(c) Representations and Warranties of Lessee. On the Closing
Date, the representations and warranties of the Lessee contained in Section 3.2
and Section 3.4(b) hereof shall be true and correct in all material respects as
of the Closing Date as though then made on and as of such date, except to the
extent that such representations and warranties relate solely to an earlier
date (in which case such representations and warranties were true and correct
on and as of such earlier date), and the Owner Trustee, the Indenture Trustee
and each Participant shall have received an Officer's Certificate dated such
date from the Lessee certifying to the foregoing matters, and the Lessee shall
have performed and complied with all agreements and conditions herein contained
which are required to be performed or complied with by the Lessee on or before
said date.

(d) Representations and Warranties of Owner Trustee. On the
Closing Date, the representations and warranties of the Owner Trustee contained
in Section 3.1 and Section 3.4(a) shall be true and correct in all material
respects as of the Closing Date as though then made on and as of such date
except to the extent that such representations and warranties relate solely to
an earlier date (in which case such representations and warranties were true
and correct on and as of such earlier date), and the Lessee, the Indenture
Trustee, the Pass Through Trustee and each Participant shall have received an
Officer's Certificate dated such date from the Owner Trustee and the Owner
Trustee shall have performed and complied with all agreements and conditions
herein contained which are required to be performed or complied with by the
Owner Trustee on or before said date.

(e) Opinions of Counsel. On the Closing Date, the Owner Trustee,
the Indenture Trustee and each Participant shall have received the favorable
written opinion of each of (i) the Lessee's special counsel and counsel for the
Lessee (which counsel shall be the General Counsel or Assistant General Counsel
of the Parent), (ii) counsel to the Owner Trustee, (iii) special counsel and
counsel to the Owner Participant, (iv) counsel to the Pass Through Trustee, (v)
counsel to the Indenture Trustee, (vi) special STB counsel and (vii) special
Canadian counsel, in form and substance satisfactory to each Participant;
provided that, except as otherwise provided herein, receipt by a party hereto
of a favorable written opinion from counsel to such party shall not be a
condition precedent to such party's obligations hereunder.

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<PAGE> 29
(f) Title. On the Closing Date, after giving effect to the
transactions contemplated hereby, the Owner Trustee shall have all legal and
beneficial title to each Unit to be delivered on the Closing Date, free and
clear of all Liens (other than Permitted Liens of the type described in clause
(ii) with respect to sublessees, and in clauses (iii), (iv), (vi) and (vii) of
the definition thereof).

(g) Bill of Sale. On the Closing Date the Lessee shall have
delivered to the Owner Trustee (with copies to the Indenture Trustee and each
Participant) the Bill of Sale, in form and substance reasonably satisfactory to
the Owner Trustee, dated such date covering the Units to be settled for on such
date, transferring to the Owner Trustee legal and beneficial title to such
Units free of all claims, liens and encumbrances of any nature and warranting
to the Owner Trustee that at the time of delivery of each such Unit, the Lessee
had legal and beneficial title thereto and good and lawful right to sell the
same, and title thereto was free and clear of all Liens (other than Permitted
Liens of the type described in clause (ii) with respect to sublessees, and in
clauses (iii), (iv), (vi) and (vii) of the definition thereof).

(h) Insurance Certificate and Opinion. On or before the Closing
Date, the Indenture Trustee and each Participant shall have received (x) any
certificate relating to insurance that is required pursuant to Section 12 of
the Lease and (y) a certificate from a nationally recognized insurance broker
in the form attached hereto as Exhibit A with respect to the public liability
insurance required by Section 12.1(b) of the Lease.

(i) Corporate Documents. Each of the Participants shall have
received such documents and evidence with respect to the Lessee, the Owner
Participant, the Owner Trustee, the Pass Through Trustee and the Indenture
Trustee as the Participants may reasonably request in order to establish the
consummation of the transactions contemplated by this Agreement, the taking of
all corporate and other proceedings in connection therewith and compliance with
the conditions herein or therein set forth.

(j) No Threatened Proceedings. No action or proceeding shall have
been instituted nor shall governmental action be threatened before any court or
governmental agency, nor shall any order, judgment or decree have been issued
or proposed to be issued by any court or governmental agency at the time of the
Closing Date, to set aside, restrain, enjoin or prevent the completion and
consummation of this Agreement or the transactions contemplated hereby.

(k) Representations and Warranties of Owner Participant. On the
Closing Date, the representations and warranties of the Owner Participant
contained in Section 3.6 hereof shall be true and correct in all material
respects as of the Closing Date as though then made on and as of such date,
except to the extent that such representations and warranties relate solely to
an earlier date (in which case such representations and warranties were true
and correct on and as of such earlier date), and the Lessee, the Indenture
Trustee and the Pass Through Trustee shall have received an Officer's
Certificate dated such date from the Owner Participant certifying the foregoing
matters, and the Owner Participant shall have performed and complied with all

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<PAGE> 30
agreements and conditions herein contained which are required to be performed
or complied with by the Owner Participant on or before said date.

(l) Closing Notice. The Indenture Trustee and the Participants
shall have received the Notice of Delivery required pursuant to Section 2.3.

(m) Representations and Warranties of the Indenture Trustee. On
the Closing Date, the representations and warranties of the Indenture Trustee
contained in Section 3.3 hereof shall be true and correct in all material
respects as of the Closing Date as though then made on and as of such date,
except to the extent that such representations and warranties relate solely to
an earlier date (in which case such representations and warranties were true
and correct on and as of such earlier date), and the Lessee, the Owner Trustee
and each Participant shall have received an Officer's Certificate dated such
date from the Indenture Trustee certifying the foregoing matters, and the
Indenture Trustee shall have performed and complied with all agreements and
conditions herein contained which are required to be performed or complied with
by the Indenture Trustee on or before said date.

(n) Representations and Warranties of the Pass Through Trustee.
On the Closing Date, the representations and warranties of the Pass Through
Trustee contained in Section 3.5 hereof shall be true and correct in all
material respects as of the Closing Date as though then made on and as of such
date, except to the extent that such representations and warranties relate
solely to an earlier date (in which case such representations and warranties
were true and correct on and as of such earlier date), and the Lessee, the
Owner Trustee and the Owner Participant shall have received an Officer's
Certificate dated such date from the Pass Through Trustee certifying the
foregoing matters, and the Pass Through Trustee shall have performed and
complied with all agreements and conditions herein contained which are required
to be performed or complied with by the Pass Through Trustee on or before said
date.

(o) No Illegality. No change shall have occurred after the date
of the execution and delivery of this Agreement in applicable law or
regulations thereunder or interpretations thereof by regulatory authorities
that, in the opinion of such Participant or its counsel, would make it illegal
for such Participant to enter into any transaction contemplated by the
Operative Agreements.

(p) Participants' Investments. (i) The Owner Participant shall
have made available its Commitment in the amount specified in, and otherwise in
accordance with, Sections 2.2(a) and 2.3 and (ii) the Loan Participant shall
have made its Commitment in the amount specified in, and otherwise in
accordance with, Sections 2.2(b) and 2.3.

(q) Consents. All approvals and consents of any trustees or
holders of any indebtedness or obligations of the Lessee which are required in
connection with the transactions contemplated by this Agreement, shall have
been duly obtained and be in full force and effect.

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<PAGE> 31
(r) Governmental Actions. All actions, if any, required to have
been taken on or prior to the Closing Date in connection with the transactions
contemplated by this Agreement on the Closing Date shall have been taken by any
governmental or political agency, subdivision or instrumentality of the United
States and all orders, permits, waivers, exemptions, authorizations and
approvals of such entities required to be in effect on the Closing Date in
connection with the transactions contemplated by this Agreement on the Closing
Date shall have been issued, and all such orders, permits, waivers, exemptions,
authorizations and approvals shall be in full force and effect, on the Closing
Date.

(s) Tax Indemnity Agreement. On or before the Closing Date, the
Tax Indemnity Agreement shall be satisfactory in form and substance to the
Owner Participant, shall have been duly executed and delivered by the Lessee
and, assuming due authorization, execution and delivery by the Owner
Participant, shall be in full force and effect.

(t) Appointment of Representative. The Owner Trustee shall have
authorized its representative, who shall be an individual designated by the
Lessee and acceptable to the Owner Trustee, to accept the Units being delivered
on the Closing Date from Lessee and to deliver such Units to Lessee. The
Lessee shall have authorized its representative (who shall be the same
individual designated by the Lessee under this paragraph) to accept delivery of
the Units from the Owner Trustee as Lessor pursuant to the Lease.

(u) Securities Act Compliance. On or before the Closing Date, the
Registration Statement shall have become effective under the Securities Act of
1933, as amended (the "Act"); if filing of the Final Prospectus, or any
supplement thereto is required pursuant to Rule 424(b) as promulgated pursuant
to the Act, the Final Prospectus and any such supplement, shall have been filed
in the manner and within the time period required by Rule 424(b); and no stop
order suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been instituted or
threatened.

Section 4.2. Additional Conditions Precedent to Investment by
Pass Through Trustee. The obligation of the Pass Through Trustee to purchase
and pay for the Equipment Notes to be purchased by it pursuant to Sections
2.2(b) and 2.3 on the Closing Date shall be subject to the additional
conditions that the Equipment Notes to be delivered on the Closing Date shall
have been duly authorized, executed and delivered to the Pass Through Trustee
by a duly authorized officer of the Owner Trustee and duly authenticated by the
Indenture Trustee and that on the Closing Date the Pass Through Trustee shall
have received the proceeds from the sale of the Pass Through Certificates.

Section 4.3. Additional Conditions Precedent to Investment by
Owner Participant. The obligation of the Owner Participant to provide the
funds specified with respect to it in Sections 2.2(a) and 2.3 on the Closing
Date with respect to any Unit to be delivered on the Closing Date shall be
subject to the following additional conditions:

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<PAGE> 32
(a) Appraisal. On or before the Closing Date, the Owner
Participant shall have received an opinion (the "Appraisal") of R.L. Banks and
Associates, Inc. [AMSOUTH: NORMAN W. SEIP & ASSOCIATES], satisfactory in form
and substance to the Owner Participant, concluding that: (i) the fair market
value of the Equipment being delivered on the Closing Date is equal to the
Total Equipment Cost with respect to such Equipment; (ii) the Basic Rents for
the Basic Term are fair market rents; (iii) at the expiration of the Basic
Term, (A) without taking into account inflation or deflation from and after the
Closing Date or the existence of any purchase option, it is reasonable to
expect that the Equipment will have a fair market value of at least 20% of the
Total Equipment Cost with respect to such Equipment and (B) the remaining
economic life of such Equipment will be at least equal to 20% of the economic
life of such Equipment as estimated in the Appraisal; (iv) as of the Early
Purchase Date, the estimated fair market value of the Equipment being delivered
on the Closing Date, taking into account inflation or deflation from and after
the Closing Date, will not exceed the Early Purchase Price; (v) as of the end
of the Basic Term, the estimated fair market value of the Equipment being
delivered on the Closing Date, taking into account inflation or deflation from
and after the Closing Date, will be less than the Basic Term Purchase Price;
(vi) the Equipment being delivered on the Closing Date is not Limited Use
Property; (vii) Basic Rents from the Early Purchase Date to the end of the
Basic Term are fair market rents; and (viii) as of the end of the Basic Term,
the Fixed Rents of the Equipment being delivered on the Closing Date, taking
into account inflation or deflation from and after the Closing Date, will not
be less than the Fair Market Rental Values for such Equipment provided that the
Lessee makes no representation as to the fair market value, useful life or
estimated residual value of the Equipment, and the Lessee shall not be
responsible for, or incur any liabilities as a result of, the contents of such
Appraisal or report to which it relates or, except to the extent provided in
the Tax Indemnity Agreement, any information supplied by Lessee in connection
therewith.

(b) Opinion with Respect to Certain Tax Aspects. On the Closing
Date, the Owner Participant shall have received the opinion of Thelen, Marrin,
Johnson & Bridges, addressed to the Owner Participant, in form and substance
satisfactory to the Owner Participant, containing such counsel's favorable
opinion with respect to such tax matters as the Owner Participant may
reasonably request.

Section 4.4. Conditions Precedent to the Obligation of the
Lessee. The obligation of the Lessee with respect to the sale of the Units to
the Owner Trustee and acceptance of the Units under the Lease is subject to the
following conditions as of the Closing Date:

(a) Corporate Documents. On or before the Closing Date, the
Lessee shall have received such documents and evidence with respect to the
Owner Participant, the Owner Trustee, the Indenture Trustee and the Pass
Through Trustee as the Lessee may reasonably request in order to establish the
consummation of the transactions contemplated by this Agreement, the taking of
all corporate and other proceedings in connection therewith and compliance with
the conditions herein or therein set forth.

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(b) Operative Agreements. On or before the Closing Date, the
Operative Agreements shall have been duly authorized, executed and delivered by
the respective party or parties thereto (other than the Lessee), and an
executed counterpart of each thereof shall have been delivered to the Lessee or
its special counsel.

(c) Representations and Warranties True. On the Closing Date, the
representations and warranties of the Owner Trustee, the Indenture Trustee, the
Pass Through Trustee and the Owner Participant contained in Section 3 hereof
shall be true and correct in all material respects as of the Closing Date as
though made on and as of such date, and the Lessee shall have received an
Officer's Certificate dated such date from each of the Owner Trustee as
described in Section 4.1(d), the Owner Participant as described in Section
4.1(k), the Indenture Trustee as described in Section 4.1(m) and the Pass
Through Trustee as described in Section 4.1(n), addressed to the Lessee and
certifying as to the foregoing matters insofar as they relate to the Owner
Trustee, the Owner Participant, the Indenture Trustee and the Pass Through
Trustee, as the case may be.

(d) Opinions of Counsel. On the Closing Date, the Lessee shall
have received the opinions of counsel referred to in Section 4.1(e) (other than
that set forth in clause (i) therein), addressed to the Lessee.

(e) No Threatened Proceedings. No action or proceeding shall have
been instituted nor shall governmental action be threatened before any court or
governmental agency, nor shall any order, judgment or decree have been issued
or proposed to be issued by any court or governmental agency at the time of the
Closing Date, to set aside, restrain, enjoin or prevent the completion and
consummation of this Agreement or the transactions contemplated hereby.

(f) Participants' Investments. (i) The Owner Participant shall
have made available its Commitment in the amount specified in, and otherwise in
accordance with, Sections 2.2(a) and 2.3 and (ii) the Loan Participant shall
have made its Commitment in the amount specified in, and otherwise in
accordance with, Sections 2.2(b) and 2.3.

SECTION 5. FINANCIAL AND OTHER REPORTS OF THE LESSEE.

The Lessee agrees that it will furnish directly to each Participant
the following:

(a) unless included in a Form 10-Q delivered under clause (c)
below within the 60-day period specified in this clause (a), as soon as
available and in any event within 60 days after the end of each quarterly
period, except the last, of each fiscal year, consolidated balance sheets of
each of the Lessee and Parent and their respective consolidated Subsidiaries as
at the end of such period, together with the related consolidated statements of
income and cash flows of each of the Lessee and Parent and their respective
consolidated Subsidiaries for the period beginning on the first day of such
fiscal year and ending on the last day of such quarterly period, setting forth
in each case (except for the consolidated balance sheet) in comparative form
the

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<PAGE> 34
figures for the corresponding periods of the previous fiscal year, all in
reasonable detail and prepared in accordance with generally accepted accounting
principles;

(b) unless included in a Form 10-K delivered under clause (c)
below within the 120-day period specified in this clause (b), as soon as
available and in any event within 120 days after the last day of each fiscal
year, a copy of each of the Lessee's and Parent's annual audited report
covering the operations of the Lessee and Parent and their respective
consolidated Subsidiaries, including consolidated balance sheets, and related
consolidated statements of income and retained earnings and consolidated
statement of cash flows of each of the Lessee and Parent and their respective
consolidated Subsidiaries for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail and prepared in accordance with generally accepted accounting principles
applied on a consistent basis, which statements will have been certified by a
firm of independent public accountants of recognized national standing selected
by the Lessee;

(c) as soon as available, one copy of each document filed by the
Lessee or Parent with the Securities and Exchange Commission or any successor
agency pursuant to Section 13(a), 13(c), 14 or 15(d) (or any successor
sections) of the Securities Exchange Act of 1934, as amended (or any successor
statute) (excluding such documents or portions thereof which are treated as
confidential and not available to the public, in accordance with applicable
law, by the Securities and Exchange Commission);

(d) within the time period prescribed in subparagraph (b) above, a
certificate, signed by the Treasurer or principal financial officer of the
Lessee, to the effect that the signer has reviewed the activities of the Lessee
during the immediately preceding fiscal year and that he is not aware of any
default in compliance by the Lessee with any of the covenants, terms and
provisions of the Participation Agreement or the Lease (except as specified),
and if a Lease Default or Lease Event of Default shall exist, specifying such
Lease Default or Lease Event of Default and the nature and status thereof; and

(e) promptly, such additional information with respect to the
financial condition or business of the Lessee as any Participant may from time
to time reasonably request.

SECTION 6. CERTAIN COVENANTS OF THE PARTICIPANTS, THE TRUSTEES AND THE
LESSEE.

Section 6.1. Restrictions on Transfer of Beneficial Interest.
The Owner Participant agrees that it shall not sell, convey, assign, pledge,
mortgage or otherwise transfer any of its Beneficial Interest (collectively,
for purposes of this Section 6.1, a "transfer") prior to the expiration or
earlier termination of the Lease Term without the Lessee's consent (which
consent shall not be unreasonably withheld); provided, however, that no such
consent shall be required if the following conditions are satisfied:

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<PAGE> 35
(a) the Person to whom such transfer is to be made (a
"Transferee") is (i) an institutional or corporate investor with net worth or,
in the case of a bank or lending institution, combined capital and surplus at
the time of such transfer, of at least US$75,000,000 determined in accordance
with generally accepted accounting principles or (ii) any Affiliate of any such
institutional or corporate investor if such investor guarantees the obligations
so assumed by such Affiliate pursuant to an instrument or instruments
reasonably satisfactory to the Lessee, the Owner Trustee and the Indenture
Trustee or (iii) an Affiliate of the Owner Participant; provided that in the
event of a transfer pursuant to clause (iii) which does not qualify under
clauses (i) or (ii), the Owner Participant shall remain liable for all of its
obligations under this Agreement and the other Operative Agreements;

(b) so long as no Lease Event of Default has occurred and is
continuing, neither the Transferee nor any of its Affiliates shall be a direct
competitor (other than as a passive investor or loan participant in the
financing of equipment or facilities used in full service railcar leasing) of
the Lessee in the business of leasing rail cars under full service operating
leases; provided, that no Transferee or Affiliate thereof shall be deemed to
(i) be engaged in full service railcar leasing or (ii) hold (directly or
indirectly) any material interest in any business that is competitive with
Lessee's full service railcar leasing business, solely by reason of any sale,
lease or other disposition (or any actions in furtherance of any of the
foregoing), of any of such Person's interest in any equipment or facilities
directly or indirectly owned, leased or otherwise controlled pursuant to any
such Person's passive investment or loan participation in the financing of any
such equipment or facilities used in full service railcar leasing or any
re-leasing or sale of any rail equipment which is returned to or repossessed by
or on behalf of the Owner Participant or any Affiliate of the Owner Participant
from a lessee or borrower in connection with a lease financing or lender
transaction entered into by the Owner Participant or such Affiliate as a
passive lessor, investor or lender;

(c) the Indenture Trustee, the Owner Trustee and the Lessee shall
have received 10 days prior written notice of such transfer specifying the name
and address of any proposed transferee and such additional information as shall
be necessary to determine whether the proposed transfer satisfies the
requirements of this Section 6.1;

(d) [RESERVED];

(e) such Transferee enters into an agreement or agreements in form
and substance reasonably satisfactory to the Lessee, the Owner Trustee and the
Indenture Trustee whereby such Transferee confirms that it shall be deemed a
party to this Agreement and each other Operative Agreement to which the
transferring Owner Participant is a party, and agrees to be bound by all the
terms of, and to undertake all of the obligations and liabilities of the
transferring Owner Participant contained in, this Agreement and such other
Operative Agreements and in which the Transferee shall make representations and
warranties comparable to those of the Owner Participant contained herein and
therein;

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<PAGE> 36
(f) an opinion of counsel of the Transferee (which counsel shall
be reasonably acceptable to the Lessee, the Owner Trustee and the Indenture
Trustee and which may be internal counsel of the Transferee), confirming (i)
the existence, power and authority of, and due authorization, execution and
delivery of all relevant documentation by, the Transferee (with appropriate
reliance on certificates of corporate officers or public officials as to
matters of fact), (ii) that each agreement referred to in subparagraph (e)
above is the legal, valid, binding and enforceable obligation of the Transferee
(subject to customary qualifications as to bankruptcy and equitable principles)
and (iii) compliance of the transfer with applicable laws and regulations
including Federal securities laws and securities laws of the Transferee's
domicile and other jurisdictions reasonably identified by the Lessee, the Owner
Trustee or the Indenture Trustee as potentially applicable to the transfer,
shall be provided, prior to such transfer, to the Lessee, the Owner Trustee and
the Indenture Trustee, which opinion shall be in form and substance reasonably
satisfactory to each of them;

(g) such transfer complies in all respects with and does not
violate any applicable provisions of the federal securities law and the
securities law of any applicable state;

(h) except as specifically consented to in writing by the Lessee,
the Owner Trustee and the Indenture Trustee, the terms of the Operative
Agreements shall not be altered;

(i) in the case of a transfer by the original Owner Participant,
the original Owner Participant shall have delivered on a timely basis the
certificates required pursuant to Section 7.1(c)(vi) hereof and Section 6 of
the Tax Indemnity Agreement;

(j) no Owner Participant shall hold less than 10% of the
Beneficial Interest after giving effect to such transfer; and the Beneficial
Interest shall be held by not more than three Owner Participants at any one
time; provided that for the purpose of calculating the number of Owner
Participants under this paragraph (j), any Owner Participants that are
Affiliates of each other shall be considered to be one Owner Participant;

(k) all reasonable expenses of the parties hereto (including,
without limitation, reasonable legal fees and expenses of special counsel)
incurred in connection with each transfer of such Beneficial Interest shall be
paid by the transferring Owner Participant or the Transferee;

(l) such transfer either (i) does not involve the use of any funds
which constitute assets of an employee benefit plan subject to Title I of ERISA
or Section 4975 of the Code or (ii) will not constitute a prohibited
transaction under ERISA;

(m) as a result of and following such transfer, no Indenture
Default attributable to the Owner Participant or the Owner Trustee shall have
occurred and be continuing;

(n) as long as no Lease Event of Default has occurred and is
continuing, the transfer does not involve the sale of the stock of any Owner
Participant the sole asset of which is all or

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<PAGE> 37
a portion of the Beneficial Interest to, or the merger of any such Owner
Participant with or into, any Person described in paragraph (b) of this Section
6.1;

(o) the transferee (i) is a "United States Person" within the
meaning of Section 7701(a)(30) of the Code or (ii) is engaged in a United
States trade or business for purposes of Subtitle A, Chapter 1, Subchapter N of
the Code and is acquiring such Beneficial Interest in connection with such
trade or business; and

(p) the Owner Participant shall deliver an Officer's Certificate
certifying as to compliance with the transfer requirements contained herein.

Upon any such transfer, (i) except as the context otherwise requires, such
Transferee shall be deemed the "Owner Participant" for all purposes, and shall
enjoy the rights and privileges and perform the obligations of the Owner
Participant to the extent of the interest transferred hereunder and under each
other Operative Agreement to which the Owner Participant is a party, and,
except as the context otherwise requires, each reference in this Agreement and
each other Operative Agreement to the "Owner Participant" shall thereafter be
deemed to include such Transferee for all purposes to the extent of the
interest transferred, and (ii) the transferor, except to the extent provided in
Section 6.1(k) hereof and except in the case of a transfer to a Transferee
described in the proviso to Section 6.1(a)(iii) hereof, shall be released from
all obligations hereunder and under each other Operative Agreement to which
such transferor is a party or by which such transferor is bound to the extent
such obligations are expressly assumed by a Transferee; and provided, further,
that in no event shall any such transfer or assignment waive or release the
transferor from any liability on account of any breach existing prior to such
transfer of any of its representations, warranties, covenants or obligations
set forth in the Operative Agreements or for any fraudulent or willful
misconduct. Any transfer or assignment of the Beneficial Interest in violation
of this Section 6.1 shall be of no effect as between the parties to this
Agreement. Subject to the rights of the Lessee pursuant to subsection 6.1(n),
the provisions of this Section 6.1 shall not be construed to restrict the Owner
Participant from consolidating with or merging into any other corporation or
restricting another corporation from merging into or consolidating with the
Owner Participant. No consent of the Lessee otherwise required hereunder shall
be required if any Lease Event of Default shall have occurred and be
continuing. Notwithstanding any transfer, the transferor Owner Participant
shall be entitled to all benefits accrued and all rights vested prior to such
transfer, including, without limitation, rights to indemnification under any
Operative Agreements.

Section 6.2. Lessor's Liens Attributable to the Owner
Participant. The Owner Participant hereby unconditionally agrees with and for
the benefit of the other parties to this Agreement that the Owner Participant
will not directly or indirectly create, incur, assume or suffer to exist any
Lessor's Liens on or against any part of the Trust Estate or the Equipment
attributable to the Owner Participant, and the Owner Participant agrees that it
will, at its own cost and expense, take such action as may be necessary to duly
discharge and satisfy in full any such Lessor's Lien (by bonding or otherwise,
so long as Lessee's operation and use of the

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<PAGE> 38
Equipment and the interest of the Indenture Trustee in the Indenture Estate is
not impaired); provided that the Owner Participant may contest any such
Lessor's Lien in good faith by appropriate proceedings so long as such
proceedings do not involve any material danger of the sale, forfeiture or loss
of the Equipment or any interest therein or interference with the use,
operation, or possession of the Equipment by the Lessee under the Lease or the
rights of the Indenture Trustee under the Indenture.

Section 6.3. Lessor's Liens Attributable to the Owner Trustee.
The Owner Trustee, in its individual capacity, hereby unconditionally agrees
with and for the benefit of the other parties to this Agreement that the Owner
Trustee in its individual capacity will not directly or indirectly create,
incur, assume or suffer to exist any Lessor's Liens on or against any part of
the Trust Estate or the Equipment attributable to the Owner Trustee in its
individual capacity, and the Owner Trustee in its individual capacity agrees
that it will, at its own cost and expense, take such action as may be necessary
to duly discharge and satisfy in full any such Lessor's Lien attributable to
the Owner Trustee in its individual capacity (by bonding or otherwise, so long
as Lessee's operation and use of the Equipment and the interest of the
Indenture Trustee in the Indenture Estate is not impaired); provided that the
Owner Trustee may contest any such Lessor's Lien in good faith by appropriate
proceedings so long as such proceedings do not involve any material danger of
the sale, forfeiture or loss of the Equipment or any interest therein or
interference with the use, operation, or possession of the Equipment by the
Lessee under the Lease or the right of the Indenture Trustee under the
Indenture.

Section 6.4. Liens Created by the Indenture Trustee and the Loan
Participant.

(a) The Indenture Trustee, in its individual capacity, covenants
and agrees with the Lessee, the Owner Trustee, the Owner Participant and the
Loan Participant that it shall not cause or permit to exist any Lien on the
Equipment or all or any portion of any Trust Estate or the Indenture Estate
arising as a result of (i) claims against the Indenture Trustee in its
individual capacity not related to its interest in the Equipment and any Trust
Estate, or to the administration of the Indenture Estate pursuant to the
Indenture, (ii) acts of the Indenture Trustee in its individual capacity not
contemplated by, or failure of the Indenture Trustee to take any action it is
expressly required to perform by, the Operative Agreements, (iii) claims
against the Indenture Trustee in its individual capacity relating to Taxes or
expenses that are not indemnified against by the Lessee pursuant to Section 7
attributable to the actions of the Indenture Trustee, solely in its individual
capacity, or (iv) claims against the Indenture Trustee arising out of the
transfer by the Indenture Trustee of all or any portion of its interest in the
Equipment, the Indenture Estate or the Operative Agreements, other than a
transfer permitted by the Operative Agreements and that the Indenture Trustee
will, at its own cost and expense (and without any right of reimbursement from
any other party hereto), promptly take such action as may be necessary duly to
discharge any such Lien.

(b) The Loan Participant covenants and agrees with the Lessee, the
Owner Trustee, the Owner Participant and the Indenture Trustee that it shall
not cause or permit to exist any

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Lien on the Equipment or all or any portion of any Trust Estate or the
Indenture Estate arising as a result of (i) claims against such Loan
Participant not related to its interest in the Equipment and any Trust Estate,
(ii) acts of such Loan Participant not contemplated by, or failure of such Loan
Participant to take any action it is expressly required to perform by, the
Operative Agreements, (iii) claims against such Loan Participant relating to
Taxes or expenses that are not indemnified against by the Lessee pursuant to
Section 7, or (iv) claims against such Loan Participant arising out of the
transfer by such Loan Participant of all or any portion of its interest in the
Equipment, the Indenture Estate or the Operative Agreements, other than a
transfer permitted by the Operative Agreements and that such Loan Participant
will, at its own cost and expense (and without any right of reimbursement from
the Lessee), promptly take such action as may be necessary duly to discharge
any such Lien.

Section 6.5. Covenants of Owner Trustee, Owner Participant and
Indenture Trustee. The Owner Participant, and the Owner Trustee in its
individual and trust capacity, hereby agree, as to their own actions only and
severally and not jointly, with the Lessee, the Loan Participant and the
Indenture Trustee (a) not to amend, supplement, or otherwise modify any
provision of the Trust Agreement in such a manner as to adversely affect the
rights of the Lessee, the Loan Participant or the Indenture Trustee without the
prior written consent of such party and (b) not to terminate or revoke the
Trust Agreement or the trusts created by the Trust Agreement prior to the
payment in full and discharge of the Equipment Notes and all other indebtedness
secured by the Indenture and the final discharge thereof pursuant to Section
7.1 thereof or prior to the expiration or early termination of the Lease. Each
of the Owner Trustee and the Indenture Trustee agrees, for the benefit of the
Lessee and the Owner Participant, to comply with the provisions of the
Indenture and not to amend, supplement, or otherwise modify any provision of
the Indenture except in the manner provided in Article IX thereof.
Notwithstanding any provision herein or in any of the Operative Agreements to
the contrary, the Indenture Trustee's obligation to take or refrain from taking
any actions, or to use its discretion (including, but not limited to, the
giving or withholding of consent or approval and the exercise of any rights or
remedies under such Operative Agreements), and any liability therefor, shall,
in addition to any other limitations provided herein or in the other Operative
Agreements, be limited by the provisions of the Indenture.

Section 6.6. Amendments to Operative Agreements. The Trustees
and Participants will not terminate the Operative Agreements to which the
Lessee is not or will not be a party, or amend, supplement, waive or modify
such Operative Agreements in any manner that increases the obligations or
liabilities, or decreases the rights, of the Lessee under such Operative
Agreements, except in accordance with such Operative Agreements in effect on
the date hereof (as amended, modified or supplemented from time to time in
accordance with the terms hereof and of such Operative Agreements). The Owner
Participant and the Trustees (as applicable) agree that, in any event, they
will not amend Section 2.10 or Article IX of the Indenture or Article IX of the
Trust Agreement without the prior written consent of the Lessee.

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Section 6.7. Covenant of the Lessee. The Lessee hereby agrees
with the Owner Trustee, each Participant and the Indenture Trustee to deliver
to the Owner Trustee on the Closing Date the Bill of Sale evidencing the
purchase and transfer of title of each Unit to be settled for on the Closing
Date.

Section 6.8. Merger Covenant. The Lessee shall not consolidate
with or merge into any other Person, or permit any other Person to merge into
it, or convey, transfer or lease all or substantially all of its assets to any
Person unless (i) the Person formed by such consolidation or surviving such
merger (if other than the Lessee) or the Person which acquires by conveyance,
transfer or lease of all or substantially all of the assets of the Lessee is a
corporation organized and existing under the laws of the United States or any
state thereof or the District of Columbia and shall execute and deliver to the
Owner Trustee, the Owner Participant and the Indenture Trustee an agreement in
form and substance reasonably satisfactory to such parties containing the
assumption by such successor corporation of the due and punctual performance
and observance of each covenant and condition of this Agreement and each of the
other Lessee Agreements to be performed or observed by the Lessee, (ii)
immediately prior to and immediately after giving effect to such transaction,
no Lease Default or Lease Event of Default shall have occurred, whether as a
result of such consolidation or merger or such conveyance, transfer or lease or
otherwise, (iii) the Lessee shall have made all filings necessary or
appropriate in the reasonable opinion of the Owner Trustee and the Indenture
Trustee in order to preserve and protect the rights of the Lessor under the
Lease and of the Indenture Trustee under the Indenture, (iv) there shall have
been delivered to the Owner Participant, the Owner Trustee and the Indenture
Trustee an Officer's Certificate of the successor to the Lessee (or such Person
as is the surviving corporation) and an opinion of counsel (which may be such
Person's in-house counsel) in form and substance reasonably satisfactory to the
Owner Participant, the Owner Trustee and the Indenture Trustee, each stating
that such consolidation, merger, conveyance, transfer or lease and the
assumption agreement mentioned in clause (i) above comply with this Section
6.8, and (v) if the Person (x) formed by such consolidation or surviving such
merger (if other than the Lessee) or the Person which acquires by conveyance,
transfer or lease of all or substantially all of the assets of the Lessee is
not an Affiliate of the Lessee, the aggregate net worth of such surviving or
acquiring Person immediately after such merger, consolidation or acquisition
(determined in accordance with generally accepted accounting principles) is not
less than the consolidated net worth of the Lessee immediately prior to such
merger, consolidation or acquisition, or (y) with which Lessee consolidates or
merges or which acquires by conveyance, transfer or lease of all or
substantially all of the assets of the Lessee is an Affiliate of the Lessee,
such Person, immediately prior to such consolidation, merger or acquisition,
has a positive net worth (determined in accordance with generally accepted
accounting principles). Upon such consolidation or merger, or any conveyance,
transfer or lease of all or substantially all of the assets of the Lessee in
accordance with this Section 6.8, the successor corporation formed by such
consolidation or into which the Lessee is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Lessee under this Agreement and the
other Operative

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Agreements with the same effect as if such successor corporation had been named
as the Lessee herein.

Section 6.9. Lessee's Purchase in Certain Circumstances. If an
Owner Participant or any Affiliate thereof is or acquires, is acquired by,
merges or otherwise consolidates with any company or Affiliate thereof engaged
in full service railcar leasing, whether or not a direct competitor to the
Lessee or any Affiliate thereof, or any Person that has a material interest
(whether held directly or indirectly) in an enterprise that engages in a
business that is competitive with the Lessee's full service railcar leasing
business, the Lessee may, no later than one year after a Responsible Officer of
the Lessee has actual knowledge of such event, request that such Owner
Participant transfer its Beneficial Interest pursuant to Section 6.1. If such
Owner Participant has not transferred its Beneficial Interest within 180 days
of such request, the Lessee may, on a Determination Date which is designated by
the Lessee by written notice to the Owner Trustee and the Indenture Trustee not
less than 25 days prior to such Determination Date, purchase a number of the
Units of Equipment equal to the percentage of the Equipment that the portion of
the Beneficial Interest held by such Owner Participant bears to 100% of the
Beneficial Interest for a purchase price equal to the Termination Value for
such Units calculated as of such Determination Date, together with all other
amounts due and owing by the Lessee under the Operative Agreements with respect
to such Units, including, without limitation, all accrued and unpaid Basic Rent
therefor as of such Determination Date (exclusive of any in advance Basic Rent
due on such date) and any Make-Whole Amount then payable on the Equipment Notes
pursuant to Section 2.10(c) of the Indenture with respect to such Units;
provided, that an institutional investor which is a passive investor in the
financing of equipment or facilities used in full service railcar leasing shall
not, solely by reason of such investment, be deemed to be engaged in such
businesses; provided, further, that none of any Owner Participant or Affiliate
thereof shall be deemed to (i) be engaged in full service railcar leasing or
(ii) hold (directly or indirectly) any material interest in any business that
is competitive with the Lessee's full service railcar leasing business, solely
by reason of any sale, lease or other disposition (or any actions in
furtherance of any of the foregoing), of any of such Person's interest in any
equipment or facilities directly or indirectly owned, leased or otherwise
controlled pursuant to any such Person's passive investment in the financing of
any such equipment or facilities used in full service railcar leasing. In the
event that such Owner Participant hereinabove referred to holds less than 100%
of the Beneficial Interest, the determination as to which Units are to be
purchased under this Section 6.9 shall be made on a random or other basis (in
each case reasonably acceptable to the Lessor) without discrimination based on
maintenance status, operating condition of the Units in question or otherwise
and the notice hereinabove referred to shall describe such manner in which the
Lessee proposes to determine which Units are to be purchased hereunder.

If the Lessee elects to exercise the purchase option provided for in
this Section 6.9, the Lessee shall, as the purchase price therefor, in the sole
discretion of the Lessee, either (i) pay the Termination Value, as specified in
the paragraph above, with respect to such Units, together with all other
amounts due and owing by the Lessee under the Operative Agreements, or (ii) pay

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the difference between the Termination Value and the portion of the outstanding
principal amount of the Equipment Notes which relates to such Units as of the
Determination Date specified by the Lessee in the first sentence of this
Section 6.9 and assume on a full resource basis, and indemnify the Lessor
against, all of the Owner Trustee's obligations under the Indenture in respect
of such portion of the indebtedness evidenced by such Equipment Notes;
provided, that, following such assumption, the purchased Units shall remain
subject to the lien of a separate indenture similar to the Indenture pursuant
to Section 3.06 of the Indenture. The Lessee will make the payments required
by foregoing clause (i) or assume such portion of the indebtedness evidenced by
the Equipment Notes which relates to such Units as provided in foregoing clause
(ii) on the Determination Date designated in the first sentence of Section 6.9
in immediately available funds against delivery of a bill of sale transferring
and assigning to the Lessee all right, title and interest of the Lessor in and
to the Units on an "as-is" "where-is" basis and containing a warranty against
Lessor's Liens. In such event, the costs of preparing the bill of sale and all
other documentation relating to such purchase and the costs of any necessary
filings related thereto will be borne by the Lessee. If the Lessee shall fail
to fulfill its obligations under this second paragraph of Section 6.9, all of
the Lessee's obligations under the Lease and the Operative Agreements,
including, without limitation, the Lessee's obligation to pay installments of
Rent, with respect to the Units in question shall continue.

Section 6.10. Owner Participant an Affiliate of Lessee. If at any
time the original or any successor Owner Participant shall be an Affiliate of
the Lessee, such Owner Participant and the Lessee agree that notwithstanding
Section 9.05 of the Indenture they will not vote its Beneficial Interest to
modify, amend or supplement any provision of the Lease or this Agreement or
give, or permit the Owner Trustee to give, any consent, waiver, authorization
or approval thereunder if any such action would adversely affect in a material
manner the Indenture Trustee or any holder of an Equipment Note unless such
action shall have been consented to by a Majority in Interest.

Section 6.11. Corporate Existence; Place of Business. The Lessee
shall at all times maintain its corporate existence except as permitted by
Section 6.8; and it shall do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate rights, powers,
privileges and franchises except for any corporate right, power, privilege or
franchise that it in good faith determines is no longer necessary or desirable
in the conduct of its business.

Section 6.12. No Impairment of Warranties. From and after the
Closing Date and throughout the Lease Term, the Lessee shall not take any
action (or fail to take any action) if the result of such action (or failure to
act) would abrogate or invalidate or otherwise materially adversely affect the
validity of any warranties applicable to the Units which would otherwise be
available with respect to the Units.

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SECTION 7. LESSEE'S INDEMNITIES.

Section 7.1. General Tax Indemnity.

(a) Tax Indemnitee Defined. For purposes of this Section 7.1,
"Tax Indemnitee" means the Owner Participant, its Affiliates, the Owner Trustee
both in its individual capacity and as trustee, the Indenture Trustee both in
its individual capacity and as trustee, the Pass Through Trustee both in its
individual capacity and as trustee, each of their respective successors or
assigns permitted under the terms of the Operative Agreements, any officer,
director, employee or agent of any of the foregoing, the Trust Estate and the
Indenture Estate.

(b) Taxes Indemnified. All payments by the Lessee to any Tax
Indemnitee in connection with the transactions contemplated by the Operative
Agreements shall be free of withholdings of any nature whatsoever (and at the
time that the Lessee is required to make any payment upon which any withholding
is required the Lessee shall pay an additional amount such that the net amount
actually received will, after such withholding and on an After-Tax Basis, equal
the full amount of the payment then due) and shall be free of expense to each
Tax Indemnitee for collection or other charges, provided, however, that no such
additional amounts shall be paid by the Lessee and the Lessee assumes no
responsibility regarding any withholdings (i) imposed by reason of any transfer
of the Equipment or any interest in the Operative Agreements by the Lessor or
the Owner Participant other than any Transfer which occurs during the
continuance of a Lease Default or Lease Event of Default, (ii) imposed solely
by reason of a nexus between the affected Tax Indemnitee and the jurisdiction
imposing such withholding which nexus is unrelated to the transactions
contemplated by the Operative Agreements, or (iii) imposed by the United States
by reason of the status of the Tax Indemnitee as a foreign corporation or
nonresident individual. If, for any reason, the Lessee is required to make any
payment to a taxing authority with respect to, or as a result of, any
withholding tax imposed on any Tax Indemnitee in respect of the transactions
contemplated by the Operative Agreements which withholding tax is not the
responsibility of the Lessee under this Section 7.1 then such Tax Indemnitee
shall pay to the Lessee within 30 days of a demand an amount which equals the
amount paid by the Lessee with respect to, or as a result of, such withholding
tax, plus interest computed at such Tax Indemnitee's cost of funds rate during
the period commencing on the date the Lessee shall have paid an additional
amount pursuant to the first sentence of this paragraph and ending on the date
the Lessee actually receives such payment.

Subject to the exclusions stated in subsection (c) below, the Lessee
agrees to indemnify and hold harmless each Tax Indemnitee, on an After-Tax
Basis, taking into account the income tax consequences to the Tax Indemnitee of
the accrual or receipt of an indemnity payment, against all fees (including,
without limitation, license, documentation or other fees and registration
fees), taxes (including, without limitation, income, gross receipts, franchise,
sales, use, rental, turnover, business, occupation, excise, value-added,
tangible and intangible personal property and stamp taxes), levies,
assessments, imposts, duties, charges or withholdings of any nature, together
with any and all penalties, additions to tax, fines or interest thereon
("Taxes")

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imposed upon any Tax Indemnitee, the Lessee or any Person in possession of the
Equipment or all or any part of the Equipment by any federal, state or local
government, political subdivision, or taxing authority in the United States or
its possessions, by any government or taxing authority of or in a foreign
country or by any international authority, upon, with respect to or in
connection with:

(i) the Equipment or any part of any of the Equipment or
interest therein;

(ii) the acquisition, financing, ownership, leasing,
possession, purchase, acceptance, rejection, condition, registration,
return, use, storage, operation, return, transfer of title,
maintenance, repair, improvement, replacement, substitution, delivery,
redelivery, non-delivery, transport, preparation, assembly, insurance,
construction, manufacture, insuring, modification, transfer, control,
occupancy, servicing, mortgaging, location, refinancing, disposition,
subleasing, repossession, abandonment, sale or other application or
disposition of or with respect to the Equipment or any part of any of
the Equipment or interest therein;

(iii) the rental payments, receipts on earnings arising
from any Unit of Equipment or payable pursuant to the Lease;

(iv) the Equipment Notes, their issuance, acquisition,
transfer or refinancing or (as between the Lessee and any Tax
Indemnitee other than the Indenture Estate) the payment of principal,
interest or premium or other amounts with respect thereto; and

(v) the Operative Agreements or otherwise in connection
with the transactions contemplated thereby.

(i) In the case of the Owner Participant, the Owner
Trustee or the Trust Estate, Income Taxes (as defined in Section
7.1(l), below) imposed by (A) the United States federal government
(provided that this subclause (A) shall not be construed as preventing
Lessee from recouping any such deduction or withholding from the
Indenture Trustee, the Pass Through Trustee or any Certificateholder
or as giving to the Indenture Trustee a right to indemnification by
the Lessee for Taxes payable pursuant to Section 5.09 of the
Indenture), (B) any state or local tax jurisdiction in the United
States (unless such Tax Indemnitee would not have been subject to tax
in such jurisdiction but for this transaction (including the operation
or presence of any Unit (or part thereof) and other leasing
transactions between the Lessee (or its Affiliates) and the Owner
Participant (or its Affiliates) or the Lessee making payment from or
performing other actions in such jurisdiction)), provided, however,
that for purposes of this clause (B), the determination of (y) whether
any Tax Indemnitee is treated as being incorporated or having its
principal

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place of business in any state or local tax jurisdiction under this
clause (B), or (z) whether any such Tax Indemnitee is deemed to be
subject to tax in any state or local tax jurisdiction but for this
transaction under this clause (B), shall be made by treating each
corporation which is a Tax Indemnitee on a stand-alone basis and
without regard to any Affiliates, related Tax Indemnitees or other
entities, except to the extent that such Tax Indemnitee files combined
or consolidated tax returns in such state or local jurisdiction,
respectively, with one or more Affiliates which are also Tax
Indemnitees, (C) any foreign government or any political subdivision
or taxing authority thereof or any territory or possession of the
United States or by any international authority except to the extent
such Income Taxes would not have been imposed by such jurisdiction but
for the use, location, operation, presence or registration of any Unit
or part thereof in such jurisdiction or the activities of the Lessee
or any of its Affiliates in such jurisdiction or the making of any
payments from such jurisdiction by or on behalf of the Lessee pursuant
to the Operative Agreements or any other nexus between such
jurisdiction and the transactions contemplated by the Operative
Agreements (other than such nexus as may result solely from the
activities, presence, ownership or receipts of such Tax Indemnitee in
each case unrelated to the Operative Agreements or transactions
contemplated thereby) or (D) any government or jurisdiction described
in (A), (B) or (C) of this clause (i) because the applicable Tax
Indemnitee is not a resident of the United States for tax purposes.

(ii) Taxes imposed with respect to any period after the
earliest of the applicable dates of (x) the return of possession of
the Equipment to the Owner Participant or the placement of the
Equipment in storage at the request of the Owner Participant, in
either case pursuant to Section 6 of the Lease, (y) the termination of
the Lease Term pursuant to Section 22.1 or Section 22.3 of the Lease,
or (z) the discharge in full of the Lessee's obligation to pay the
Termination Value or the Stipulated Loss Value and all other amounts
due, if any, under Section 10 or 11.2 of the Lease, as the case may
be, with respect to the Equipment; provided that the exclusion set
forth in this clause (ii) shall not apply to Taxes to the extent such
Taxes relate to events occurring or matters arising prior to or
simultaneously with the applicable time;

(iii) As to any Tax Indemnitee, Taxes to the extent caused
by any misrepresentation or breach of warranty or covenant under the
Operative Agreements or by the gross negligence or willful misconduct
of such Tax Indemnitee;

(iv) As to any Tax Indemnitee, Taxes which become payable
as a result of a sale, assignment, transfer or other disposition
(whether voluntary or involuntary) by such Tax Indemnitee of all or
any portion of its interest in the Equipment or any part thereof, the
Trust Estate or any of the Operative Agreements or rights created
thereunder other than as a result of the substitution, modification or
improvement of the Equipment or any part thereof or a disposition
which occurs as the result of the exercise of remedies for a Lease
Event of Default, any disposition which occurs during the continuance
of a

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<PAGE> 46
Lease Event of Default or a purchase of any Unit pursuant to the
Lease; provided, that, notwithstanding the foregoing but subject to
the Tax Indemnity Agreement, Lessee shall not be obligated to
indemnify any Tax Indemnitee with respect to net income taxes imposed
within the United States as the result of a sale, assignment, transfer
or other disposition by such Tax Indemnitee or any Taxes imposed as a
result of the status of the Tax Indemnitee as other than a resident of
the United States for tax purposes;

(v) Taxes which result from the Owner Trustee's engaging
on behalf of the Trust Estate in transactions unrelated to those
permitted or contemplated by the Operative Agreements;

(vi) As to any Tax Indemnitee, Taxes to the extent they
exceed the Taxes that would have been imposed had the initial Tax
Indemnitee not transferred, sold or otherwise disposed of any interest
held by such Tax Indemnitee pursuant to any of the Operative
Agreements such excess to be determined based on a certificate of the
original Tax Indemnitee provided to the Lessee immediately prior to a
transfer, sale or other such disposition of such interest, such
certificate to set forth the state and local jurisdictions in which
the original Tax Indemnitee would not be entitled to indemnification
in accordance with Section 7.1(c)(i)(B) and (C) hereof; and

(vii) Taxes imposed on the Owner Trustee based on the
Owner Trustee's fee for services under the Trust Agreement.

(d) All Tax Obligations in this Section, etc. Notwithstanding any
other provision anywhere contained in the Operative Agreements, it is
understood that except as provided in Section 6.2, with respect to the Owner
Participant, and Section 6.3, with respect to the Owner Trustee, and except as
provided in Section 5.03 of the Indenture, the Owner Participant and the Owner
Trustee shall have no obligations with respect to Taxes or other charges to the
Indenture Trustee or the Loan Participant imposed under Section 7.16 of the
Pass Through Trust Agreement or Section 5.09 of the Indenture, or otherwise.

(e) Payments to Lessee.

(i) If any Tax Indemnitee shall realize a Tax benefit
(net of any Tax detriment not otherwise paid or indemnified against by
the Lessee hereunder) as a result of any Taxes paid or indemnified
against by the Lessee under this Section 7.1 (whether by way of
deduction, credit, allocation or apportionment or otherwise), such Tax
Indemnitee shall pay to the Lessee an amount equal to the amount of
such Tax benefit, increased by the Tax Indemnitee's additional saved
Taxes attributable to the payment being made to the Lessee hereunder;
provided, however, that in no event shall the aggregate amount paid by
any Tax Indemnitee to the Lessee with respect to any realized Tax
benefit exceed the aggregate amount previously advanced by the Lessee
with respect to such Taxes (in each case, computed on a pre-tax basis)
but provided, further, that such

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excess shall be carried forward to reduce or offset any future
obligations of the Lessee to such Tax Indemnitee under this Section
7.1.

(ii) Upon receipt by a Tax Indemnitee of a refund or
credit of all or part of any Taxes paid or indemnified against by the
Lessee, such Tax Indemnitee shall pay to the Lessee an amount equal to
the amount of such refund plus any interest received by or credited to
such Tax Indemnitee with respect to such refund increased or
decreased, as the case may be, by the Tax Indemnitee's net additional
or saved taxes attributable to the receipt of such amounts from the
taxing authority and the payment being made to the Lessee hereunder.

(iii) The Tax Indemnitee shall in good faith file its Tax
returns and deal with taxing authorities to seek and claim any such
tax benefits or refunds.

(iv) Any disallowance or other loss of a tax refund,
credit, savings or other benefit by a Tax Indemnitee, which refund,
credit, savings or other benefit was taken into account under this
Section 7.1, shall be treated as a tax indemnifiable by the Lessee
under this Section 7.1.

(f) Procedures. Any amount payable to a Tax Indemnitee pursuant
to paragraph (b) shall be paid within 30 days after receipt of a written demand
therefor from such Tax Indemnitee accompanied by a written statement describing
in reasonable detail the basis for such indemnity and the computation of the
amount so payable, provided that such amount need not be paid prior to (i) the
date which is the Business Day before the date on which such Taxes are due (but
in no event before the taxable year of the Tax Indemnitee in which such Taxes
are due), or (ii) in the case of amounts which are being contested pursuant to
paragraph (g) hereof, subject to the requirement of an advance in clause (vi)
of the second paragraph of paragraph (g) hereof, the time such Taxes are due
and payable pursuant to the resolution of such contest (including all appeals).
Any amount payable to the Lessee pursuant to paragraph (e) shall be paid within
30 days after the Tax Indemnitee realizes a net tax benefit or receives a
refund giving rise to a payment under paragraph (e), and shall be accompanied
by a written statement by the Tax Indemnitee setting forth in reasonable detail
the basis for computing the amount of such payment. Within 15 days following
the Lessee's receipt of any computation from the Tax Indemnitee, the Lessee may
request that the accounting firm that regularly prepares the certified
financial statements of the Tax Indemnitee determine whether such computations
of the Tax Indemnitee are correct. Such accounting firm shall be requested to
make the determination contemplated by this paragraph (f) within 30 days of its
selection. In the event such accounting firm shall determine that such
computations are incorrect, then such firm shall determine what it believes to
be the correct computations. The Tax Indemnitee shall cooperate with such
accounting firm and supply it with all information necessary to permit it to
accomplish such determination on a confidential basis. The computations of
such accounting firm shall be final, binding and conclusive upon the parties
and the Lessee shall have no right to inspect the books, records or tax returns
of the Tax Indemnitee to verify such computation or for any other

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purpose. All fees and expenses of the accounting firm payable under this
Section 7.1(f) shall be borne by the Lessee except that if such accounting firm
determines that the Tax Indemnitee's computations were incorrect and
understated the payments owing to the Lessee or overstated the payments owing
to such Tax Indemnitee by 10% or more of the correct amount as determined by
such accounting firm, then the Tax Indemnitee shall bear the fees and expenses
of such accounting firm.

(g) Contest. If a written claim is made against a Tax Indemnitee
for Taxes with respect to which the Lessee may be liable for indemnity
hereunder, the Tax Indemnitee shall give the Lessee prompt notice in writing of
such claim (and in any event within 30 days after its receipt) and shall
promptly furnish the Lessee with copies of the claim and all other writings
received from the taxing authority relating to the claim; provided however,
that the failure of such Tax Indemnitee timely to provide such written notice
shall not affect the Lessee's obligations under this Section 7.1(g) except to
the extent that the same materially adversely affects the ability of the Lessee
to contest such Taxes. The Tax Indemnitee shall not pay such claim prior to 30
days after providing the Lessee with such written notice, unless required to do
so by law or unless deferral of payment might, in the reasonable good faith
judgment of the Tax Indemnitee, cause material adverse consequences to the Tax
Indemnitee or result in the creation of any Lien other than a Permitted Lien.
The Tax Indemnitee shall in good faith, with due diligence and at the Lessee's
expense, if requested in writing by the Lessee, contest (including pursuing all
appeals permitted hereby) in the name of the Tax Indemnitee (or, if requested
by the Lessee and permissible as a matter of law, in the name of the Lessee),
or shall permit the Lessee to contest in either the name of the Lessee or with
the Tax Indemnitee's consent, in the name of the Tax Indemnitee the validity,
applicability or amount of such Taxes by,

(i) resisting payment thereof if practical;

(ii) not paying the same except under protest if protest
is necessary and proper;

(iii) if the payment be made, using reasonable efforts to
obtain a refund thereof in appropriate administrative and judicial
proceedings; or

(iv) taking such other reasonable action as is reasonably
requested by the Lessee from time to time.

provided, however, that to the extent the contest is carried on in the name of
the Lessee or an Affiliate, or is brought in the name of a Tax Indemnitee and
involves only Taxes for which the Lessee is or will be liable hereunder, such
contest shall be undertaken by the Lessee at the Lessee's expense (unless at
any time the Tax Indemnitee determines in its reasonable good faith judgment
that based upon the Lessee's conduct of such contest the Lessee's control of
such contest would cause material adverse consequences or a material risk
thereof to the Tax Indemnitee) and at no-after-tax cost to any Tax Indemnitee
(a "Lessee Controlled Contest"), but

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<PAGE> 49
if such contest would involve any other Taxes or any Taxes in the nature of a
tax on net income then such Tax Indemnitee may in its sole discretion control
such contest (including selecting the forum for such contest) (an "Indemnified
Person Controlled Contest").

In no event shall any Tax Indemnitee be required or the Lessee be
permitted to contest any Taxes for which the Lessee is obligated to indemnify
pursuant to this Section unless: (i) such Lessee shall have acknowledged its
liability to such Tax Indemnitee for an indemnity payment pursuant to this
Section as a result of such claim if and to the extent such Indemnitee or the
Lessee, as the case may be, shall not prevail in the contest of such claim;
(ii) such Tax Indemnitee shall have received the opinion of tax counsel (which
may, in the case of Taxes imposed by a taxing authority located in the United
States, include in-house counsel of the Lessee) selected by the Lessee and
satisfactory to the Tax Indemnitee furnished at Lessee's sole expense, to the
effect that a reasonable basis consistent with ABA Opinion 85-352 exists for
contesting such claim or, in the event of an appeal, that it is more likely
than not that an appellate court will reverse or substantially modify the
adverse determination (and provided that no appeal shall be required to the
United States Supreme Court); (iii) the Lessee shall have agreed to pay such
Tax Indemnitee on demand (and at no after-tax cost to any Tax Indemnitee) all
reasonable costs and expenses that such Tax Indemnitee actually incurs in
connection with contesting such claim (including, without limitation, all
costs, expenses, reasonable legal and accounting fees, disbursements,
penalties, interest and additions to the Taxes); (iv) no Lease Event of Default
shall have occurred and shall be continuing; (v) such Tax Indemnitee shall have
determined that the action to be taken will not result in any risk of
imposition of criminal penalties or substantial danger of sale, forfeiture or
loss of, or the creation of any Lien (except if such Lessee shall have
adequately bonded such Lien or otherwise made provision to protect the
interests of such Tax Indemnitee in a manner reasonably satisfactory to such
Tax Indemnitee) on the Equipment or any portion thereof or any interest
therein; and (vi) if such contest shall be conducted in a manner requiring the
payment of the claim, the Lessee shall have paid the amount required (at no
after-tax cost to such Tax Indemnitee). The Lessee shall cooperate with the
Tax Indemnitee with respect to any contest controlled and conducted by the Tax
Indemnitee and the Tax Indemnitee shall consult with the Lessee regarding the
conduct of such contest. The Tax Indemnitee shall cooperate with the Lessee
with respect to any contest controlled and conducted by the Lessee and the
Lessee shall consult with the Tax Indemnitee regarding the conduct of such
contest.

In no event will a Tax Indemnitee be required to contest in an
Indemnified Person Controlled Contest any Taxes if such Tax Indemnitee shall
waive its right to an indemnity under this Section 7.1 except that a Tax
Indemnitee shall not be permitted to waive or not contest any Lessee Controlled
Contest without Lessee's consent. Unless a Tax Indemnitee obtains the consent
of the Lessee, which consent shall not be unreasonably withheld (provided,
however, the Lessee shall not be considered to have unreasonably withheld such
consent because of (i) any failure by the Lessee to consider any issue or
dispute of the Tax Indemnitee not directly related to the claim giving rise to
the contest rights in issue or (ii) the Lessee's consideration of the effects
of such settlement on issues of the Lessee which are not the subject of such
claim), the

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failure to contest or the settlement of any contest required under Section 7.1
by a Tax Indemnitee shall constitute a waiver by such Tax Indemnitee of its
rights to indemnification hereunder as to such contest and as to any future
claims for which the Lessee's right to contest shall have been precluded by
such Tax Indemnitees' failure to contest.

(h) For purposes of this Section 7.1, in determining the order in
which any Tax Indemnitee utilizes withholding or other foreign taxes as a
credit against such Tax Indemnitee's United States income taxes, such Tax
Indemnitee shall be deemed to utilize (i) first, all foreign taxes other than
those described in clause (ii) below; provided, however, that such other
foreign taxes which are carried back to the taxable year for which a
determination is being made (other than any carrybacks which are known to be
available at the time such determination is made) pursuant to this clause (i)
shall be deemed utilized after the foreign taxes described in clause (ii)
below, and (ii) then, on a pro rata basis, all foreign taxes (including fees,
taxes and other charges hereunder) with respect to which such Tax Indemnitee is
entitled to obtain indemnification pursuant to an indemnification provision
contained in any lease, loan agreement, financing document or participation
agreement (including the Lease).

(i) In the event any reports with respect to Taxes are required to
be made, the Lessee will either prepare and file such reports (and in the case
of reports which are required to be filed on the basis of individual items of
Equipment, such reports shall be prepared and filed in such manner as to show
as required the interests of each Tax Indemnitee in such item of Equipment) or,
if it shall not be permitted to file the same, it will notify each Tax
Indemnitee in writing of such reporting requirements, prepare such reports in
such manner as shall be reasonably satisfactory to each Tax Indemnitee and
deliver the same to each Tax Indemnitee within a reasonable period prior to the
date the same is to be filed. The Lessee shall provide such information as the
Owner Participant or the Lessor may reasonably require from the Lessee to
enable the Owner Participant and the Lessor to pursue or fulfill their
respective tax filing, tax audit, and tax litigation rights and obligations.

(j) The provisions of this Section 7.1 shall continue in full
force and effect, notwithstanding the expiration or termination of any
Operative Agreement, until all obligations hereunder have been met and all
liabilities hereunder paid in full.

(k) Any amount payable to the Lessee pursuant to the terms of this
Section 7.1 shall not be paid or retained by the Lessee if at the time of such
payment or retention a Lease Default relating to Sections 14(a), 14(b), 14(g)
or 14(h) or a Lease Event of Default shall have occurred and be continuing.
Such otherwise paid or retained amounts may be applied by the related Tax
Indemnitee to satisfy the obligations of the Lessee under the Operative
Agreements. At such time as there shall not be continuing any such Lease
Default or Lease Event of Default, such amount shall be paid to the Lessee
without interest to the extent not previously applied in accordance with the
preceding sentence.

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<PAGE> 51
(l) For purposes of this Section 7.1, the term "Income Tax" means
any Tax based on or measured by or with respect to gross, adjusted gross or net
income (including without limitation, capital gains taxes, minimum taxes and
tax preferences) or gross or net receipts and Taxes which are capital, net
worth, conduct of business, franchise or excess profits taxes and interest,
additions to tax, penalties, or other charges in respect thereof (provided,
however, that sales, use, rental, excise, or property taxes shall not
constitute an Income Tax; and provided, further, that a value-added tax shall
constitute an Income Tax if it is in the nature of a tax on net income but
shall not constitute an Income Tax if it is in the nature of a sales, use,
rental, excise, property or other tax; and provided, further, that a
withholding tax shall not constitute an Income Tax notwithstanding its being a
tax that is based on or measured by or with respect to gross income or gross
receipts).

Section 7.2. General Indemnification and Waiver of Certain
Claims.

(a) Claims Defined. For the purposes of this Section 7.2,
"Claims" shall mean any and all costs, expenses, liabilities, obligations,
losses, damages, penalties, actions or suits or claims of whatsoever kind or
nature (whether or not on the basis of negligence, strict or absolute liability
or liability in tort) which may be imposed on, incurred by, suffered by, or
asserted against an Indemnified Person, as defined herein, or any Unit and,
except as otherwise expressly provided in this Section 7.2, shall include, but
not be limited to, all reasonable out-of-pocket costs, disbursements and
expenses (including legal fees and expenses) paid or incurred by an Indemnified
Person in connection therewith or related thereto.

(b) Indemnified Person Defined. For the purposes of this Section
7.2, "Indemnified Person" means the Owner Participant, the Owner Trustee (both
in its individual capacity and as Owner Trustee), the Indenture Trustee and the
Pass Through Trustee, each of their Affiliates and each of their respective
directors, officers, employees, successors and permitted assigns, agents and
servants, the Trust Estate and the Indenture Estate (the respective directors,
officers, employees, successors and permitted assigns, agents and servants of
the Owner Participant, the Owner Trustee, the Indenture Trustee, the Pass
Through Trustee and each of their Affiliates, as applicable, together with the
Owner Participant, the Owner Trustee, the Indenture Trustee, the Pass Through
Trustee and each of their Affiliates, as the case may be, being referred to
herein collectively as the "Related Indemnitee Group" of the Owner Participant,
the Indenture Trustee, the Owner Trustee and the Pass Through Trustee,
respectively).

(c) Claims Indemnified. Whether or not any Unit is accepted under
the Lease, or a closing occurs with respect thereto, and subject to the
exclusions stated in subsection (d) below, Lessee agrees to indemnify, protect,
defend and hold harmless each Indemnified Person on an After-Tax Basis against
Claims directly or indirectly resulting from or arising out of or alleged to
result from or arise out of (whether or not such Indemnified Person shall be
indemnified as to such Claim by any other Person):

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(i) this Agreement or any other Operative Agreement or
any of the transactions contemplated hereby and thereby or any Unit or
the ownership, lease, operation, possession, modification,
improvement, abandonment, use, non-use, maintenance, sublease,
substitution, control, repair, storage, alteration, transfer or other
application or disposition, return, overhaul, testing, servicing,
replacement or registration of any Unit (including, without
limitation, injury, death or property damage of passengers, shippers
or others, and environmental control, noise and pollution regulations,
or the presence, discharge, spillage, release or escape of Hazardous
Substances or damage to the environment (including, without
limitation, clean-up costs, response costs, costs of corrective
actions and natural resource damages)) whether or not in compliance
with the terms of the Lease, or by any of the commodities, items or
materials from time to time contained in any Unit, whether or not in
compliance with the terms of the Lease, or by the inadequacy of any
Unit or deficiency or defect in any Unit or by any other circumstances
in connection with any Unit, or by the performance of any Unit or any
risks relating thereto, or by any interruption of service, loss of
business or anticipated profits or consequential damages;

(ii) the construction, manufacture, financing,
refinancing, design, purchase, acceptance, rejection, delivery,
non-delivery or condition of any Unit (including, without limitation,
latent and other defects, whether or not discoverable, and any claim
for patent, trademark or copyright infringement);

(iii) any act or omission (whether negligent or otherwise)
or any breach of or failure to perform or observe, or any other
non-compliance with, any covenant, condition or agreement to be
performed by, or other obligation of, Lessee under any of the
Operative Agreements, or the falsity of any representation or warranty
of the Lessee in any of the Operative Agreements or in any document or
certificate delivered in connection therewith other than
representations and warranties in the Tax Indemnity Agreement;

(iv) the offer, sale or delivery of any Equipment Notes
or Pass Through Certificates or any interest in the Trust Estate;

(v) any violation of law, rule, regulation or order by
the Lessee or any sublessee or their respective directors, officers,
employees, agents or servants; and

(vi) the acquisition or holding of any Equipment Notes or
Pass Through Certificates being deemed to result in a "prohibited
transaction" under ERISA or the Code.

(d) Lessee's Claims Excluded. The following are excluded from the
agreement to indemnify under this Section 7.2:

<PAGE> 53
(i) Claims with respect to any Unit to the extent
attributable to acts or events occurring after (A) in the case of the
exercise by the Lessee of a purchase option with respect to such Unit
under Section 22.1 or 22.3 of the Lease, the exercise by the Lessee of
an early termination option with respect to such Unit under Section 10
of the Lease, the occurrence or deemed occurrence of an Event of Loss
with respect to such Unit under Section 11 of the Lease, or the
election to replace such Unit under Section 8.1(b), 8.3 or 9.1 of the
Lease, the last to occur of (x) the payment of all amounts due from
the Lessee in connection with any such event, (y) the release of the
Lien of the Indenture on such Unit, and (z) legal transfer of title to
such Unit to any Person other than Lessor, except in the case of a
retention of any Unit by Lessor pursuant to the terms and provisions
of Section 10.3 of the Lease, and in the case of any such retention,
upon the effective date of the termination of the Lease Term with
respect to such Unit retained by Lessor pursuant to Section 10.3 or
(B) in all other cases (except in any case where remedies are being
exercised under Section 15 of the Lease), the last to occur of (x)
with respect to such Unit, the earlier to occur of the termination of
the Lease or the expiration of the Lease Term in accordance with the
terms thereof, (y) with respect to each Unit, the return of such Unit
to the Lessor in accordance with the terms of the Lease (it being
understood that, so long as any Unit is in storage as provided in
Section 6.1(c) of the Lease, the date of return thereof for the
purpose of this clause (B) shall be the last day of the Storage
Period), and (z) the release of the Lien of the Indenture on such
Unit;

(ii) Claims which are Taxes, whether or not the Lessee is
required to indemnify therefor under Section 7.1 hereof or the Tax
Indemnity Agreement;

(iii) with respect to any particular Indemnified Person,
Claims to the extent resulting from (x) the gross negligence or
willful misconduct of such Indemnified Person, or (y) any breach of
any covenant to be performed by such Indemnified Person under any of
the Operative Agreements, or the falsity of any representation or
warranty of such Indemnified Person in any of the Operative Agreements
or in a document or certificate delivered in connection therewith;

(iv) any Claim to the extent attributable to any transfer
by the Lessor of the Equipment or any portion thereof or any transfer
by the Owner Participant of all or any portion of its interest in the
Trust Estate other than (A) any transfer after a Lease Default or
Lease Event of Default, (B) the transfer of the Equipment or any Owner
Participant's interest in the Equipment to the Lessee, (C) the
transfer of the Equipment to a third party pursuant to Lessee's
election to terminate the Lease or (D) any transfer of the Equipment
pursuant to Section 6.9;

(v) with respect to any particular Indemnified Person,
any Claim resulting from the imposition of any Lessor's Lien
attributable to such Indemnified Person; or

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(vi) with respect to any particular Indemnified Person,
any Claim, to the extent the risk thereof has been expressly assumed
by such Indemnified Person in connection with the exercise by such
Indemnified Person of the right of inspection granted under Section
6.2, inspection or restenciling under Section 6.3 or inspection under
Section 13.2 of the Lease.

(e) Insured Claims. In the case of any Claim indemnified by the
Lessee hereunder which is covered by a policy of insurance maintained by the
Lessee pursuant to Section 12 of the Lease or otherwise, each Indemnified
Person agrees to provide reasonable cooperation to the insurers in the exercise
of their rights to investigate, defend or compromise such Claim as may be
required to retain the benefits of such insurance with respect to such Claim.

(f) Claims Procedure. An Indemnified Person shall, after
obtaining knowledge thereof, promptly notify the Lessee of any Claim as to
which indemnification is sought; provided, however, that the failure to give
such notice shall not release the Lessee from any of its obligations under this
Section 7.2, except to the extent that failure to give notice of any action,
suit or proceeding against such Indemnified Person shall have a material
adverse affect on Lessee's ability to defend such Claim or recover proceeds
under any insurance policies maintained by Lessee hereunder. The Lessee shall,
after obtaining knowledge thereof, promptly notify each Indemnified Person of
any indemnified Claim affecting such Person. Subject to the provisions of the
following paragraph, the Lessee shall at its sole cost and expense be entitled
to control, and shall assume full responsibility for, the defense of such claim
or liability; provided that the Lessee shall keep the Indemnified Person which
is the subject of such proceeding fully apprised of the status of such
proceeding and shall provide such Indemnified Person with all information with
respect to such proceeding as such Indemnified Person shall reasonably request.

Notwithstanding any of the foregoing to the contrary, the Lessee shall
not be entitled to control and assume responsibility for the defense of such
claim or liability if (1) a Lease Event of Default shall have occurred and be
continuing, (2) such proceeding will involve any material danger of the sale,
forfeiture or loss of, or the creation of any Lien (other than any Lien
permitted under the Operative Agreements or a Lien which is adequately bonded
to the satisfaction of such Indemnified Person) on, any Unit, (3) the amounts
involved, in the good faith opinion of such Indemnified Person, are likely to
have a materially adverse effect on the business of such Indemnified Person
other than the ownership, leasing and financing of the Equipment, (4) in the
good faith opinion of such Indemnified Person, there exists an actual or
potential conflict of interest such that it is advisable for such Indemnified
Person to retain control of such proceeding or (5) such claim or liability
involves the possibility of criminal sanctions or liability to such Indemnified
Person. In the circumstances described in clauses (1) - (5), the Indemnified
Person shall be entitled to control and assume responsibility for the defense
of such claim or liability at the expense of the Lessee. In addition, any
Indemnified Person may participate in any proceeding controlled by the Lessee
pursuant to this Section 7.2, at its own expense, in respect of any such
proceeding as to which the Lessee shall have acknowledged in

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writing its obligation to indemnify the Indemnified Person pursuant to this
Section 7.2, and at the expense of Lessee in respect of any such proceeding as
to which the Lessee shall not have so acknowledged its obligation to the
Indemnified Person pursuant to this Section 7.2. Lessee may in any event
participate in all such proceedings at its own cost. Nothing contained in this
Section 7.2(f) shall be deemed to require an Indemnified Person to contest any
Claim or to assume responsibility for or control of any judicial proceeding
with respect thereto.

(g) Subrogation. If a Claim indemnified by the Lessee under this
Section 7.2 is paid in full by the Lessee and/or an insurer under a policy of
insurance maintained by the Lessee, the Lessee and/or such insurer, as the case
may be, shall be subrogated to the extent of such payment to the rights and
remedies of the Indemnified Person (other than under insurance policies
maintained by such Indemnified Person) on whose behalf such Claim was paid with
respect to the transaction or event giving rise to such Claim. So long as no
Lease Event of Default shall have occurred and be continuing, should an
Indemnified Person receive any refund, in whole or in part, with respect to any
Claim paid by the Lessee hereunder, it shall promptly pay over the amount
refunded (but not in excess of the amount the Lessee or any of its insurers has
paid) to the Lessee.

(h) Waiver of Certain Claims. The Lessee hereby waives and
releases any Claim now or hereafter existing against any Indemnified Person
arising out of death or personal injury to personnel of the Lessee, pollution
incidents, loss or damage to property of the Lessee, or the loss of profits or
use of any property of the Lessee, which may result from or arise out of the
condition, use or operation of the Equipment during the Lease Term, including
without limitation any latent or patent defect whether or not discoverable.

(i) No Guaranty. The general indemnification provisions of this
Section 7.2 do not constitute a guaranty by the Lessee that the principal of,
interest on or any amounts payable with respect to the Equipment Notes will be
paid.

SECTION 8. LESSEE'S RIGHT OF QUIET ENJOYMENT.

Each party to this Agreement acknowledges notice of, and consents in
all respects to, the terms of the Lease, and expressly, severally and as to its
own actions only, agrees that, so long as no Lease Event of Default has
occurred and is continuing, it shall not take or cause to be taken any action
contrary to Lessee's rights under the Lease, including, without limitation, the
right to possession, use and quiet enjoyment by Lessee or any permitted
sublessee of the Equipment.

SECTION 9. SUCCESSOR INDENTURE TRUSTEE.

In the event that the Indenture Trustee gives notice of its
resignation pursuant to Section 8.02 of the Trust Indenture, the Owner Trustee
shall promptly appoint a successor Indenture Trustee reasonably acceptable to
the Lessee and the Pass Through Trustee.

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SECTION 10. MISCELLANEOUS.

Section 10.1. Consents. Each Participant covenants and agrees
(subject, in the case of the Loan Participant, to all of the terms and
provisions of the Trust Indenture) that it shall not unreasonably withhold its
consent to any consent requested of the Owner Trustee or the Indenture Trustee,
as the case may be, under the terms of the Operative Agreements that by its
terms is not to be unreasonably withheld by the Owner Trustee or the Indenture
Trustee.

Section 10.2. Refinancing. So long as no Lease Default or Lease
Event of Default shall be in existence, the Lessee shall have the right to
request the Owner Participant and the Owner Trustee to effect an optional
prepayment of all, and not less than all, of the Equipment Notes pursuant to
Section 2.10(d) of the Indenture as part of a refunding or refinancing
operation. As soon as practicable after receipt of such request, the Owner
Participant and the Lessee will enter into an agreement, in form and substance
reasonably satisfactory to the parties thereto, as to the terms of such
refunding or refinancing as follows:

(a) the Lessee, the Owner Participant, the Indenture Trustee, the
Owner Trustee, and any other appropriate parties will enter into a financing or
loan agreement (which may involve an underwriting agreement in connection with
a public offering), in form and substance reasonably satisfactory to the
parties thereto, providing for (i) the issuance and sale by the Owner Trustee
or such other party as may be appropriate on the date specified in such
agreement (for the purposes of this Section 10.2, the "Refunding Date") of debt
securities in an aggregate principal amount (in the lawful currency of the
United States) equal to the principal amount of the Equipment Notes outstanding
on the Refunding Date, having the same maturity date as said Equipment Notes
and having a weighted average life which is not less than or greater than the
Remaining Weighted Average Life of said Equipment Notes by more than three
months, (ii) the application of the proceeds of the sale of such debt
securities to the prepayment of all such Equipment Notes on the Refunding Date,
and (iii) payment by Lessee to the Person or Persons entitled thereto of all
other amounts, in respect of accrued interest, any Make Whole Amount or other
premium, if any, payable on such Refunding Date;

(b) the Lessee and the Owner Trustee will amend the Lease in a
manner such that (i) if the Refunding Date is not a Rent Payment Date and the
accrued and unpaid interest on the Equipment Notes is not otherwise paid
pursuant to Section 10.2(a), the Lessee shall on the Refunding Date prepay that
portion of the next succeeding installment of Basic Rent as shall equal the
aggregate interest accrued on the Equipment Notes outstanding to the Refunding
Date, (ii) Basic Rent payable in respect of the period from and after the
Refunding Date shall be recalculated to preserve the Net Economic Return which
the Owner Participant would have realized had such refunding not occurred,
provided that the net present value of Basic Rent shall be minimized to the
extent consistent therewith, and (iii) amounts payable in respect of Stipulated
Loss Value, Early Purchase Price, Basic Term Purchase Price and Termination
Value from and after the Refunding Date shall be appropriately recalculated to
preserve the Net Economic Return which the Owner Participant would have
realized had such refunding not occurred

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(it being agreed that any recalculations pursuant to subclauses (ii) and (iii)
of this clause (b) shall be performed in accordance with the requirements of
Section 2.6 hereof);

(c) the Owner Trustee will enter into an agreement to provide for
the securing thereunder of the debt securities issued by the Owner Trustee
pursuant to clause (a) of this Section 10.2 in like manner as the Equipment
Notes and/or will enter into such amendments and supplements to the Indenture
as may be necessary to effect such refunding or refinancing, which agreements,
amendments and/or supplements shall be reasonably satisfactory in form and
substance to the Owner Participant; provided that, no such agreement or
amendment shall provide for any increase in the security for the new debt
securities; and provided further that, notwithstanding the foregoing (but
subject to the provisions of clauses (a) and (b) above), the Lessee reserves
the right to set the economic terms and other terms not customarily negotiated
between an owner participant and a lender of the refunding or refinancing
transaction to be so offered to the extent that they are passed through to the
Lessee in, or define rights or obligations of the Lessee under, the Operative
Agreements; provided, further, that no such amendment or supplement will
increase the obligations or impair the rights of the Owner Participant under
the Operative Agreements without the consent of the Owner Participant;

(d) in the case of a refunding or refinancing involving a public
offering of debt securities, neither the Owner Trustee nor the Owner
Participant shall be an "issuer" for securities law purposes or an "obligor"
within the meaning of the Trust Indenture Act of 1939, as amended, the offering
materials (including any registration statement) for the refunding or
refinancing transaction shall be reasonably satisfactory to the Owner
Participant and the Lessee shall provide satisfactory indemnity to the Owner
Trustee and Owner Participant with respect thereto;

(e) unless otherwise agreed by the Owner Participant, the Lessee
shall pay to the Owner Trustee as Supplemental Rent an amount equal to the
Make-Whole Amount or other premium, if any, payable in respect of Equipment
Notes outstanding on the Refunding Date, and all reasonable fees, costs,
expenses of such refunding or refinancing and of the parties hereto incurred in
connection with such refunding or refinancing (including all reasonable
out-of-pocket legal fees and expenses);

(f) the Lessee shall give the Indenture Trustee not less than 25
days prior written notice of the Refunding Date;

(g) the Owner Participant, the Owner Trustee, the Indenture
Trustee and the Pass Through Trustee shall have received (i) such opinions of
counsel as they may reasonably request concerning compliance with the
Securities Act of 1933, as amended, and any other applicable law relating to
the sale of securities and (ii) such other opinions of counsel and such
certificates and other documents, each in form and substance satisfactory to
them, as they may reasonably request in connection with compliance with the
terms and conditions of this Section 10.2; and

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(h) all necessary authorizations, approvals and consents shall
have been obtained;

provided, however, that the Lessee will, to the extent then known, promptly
provide to the Owner Participant, the Owner Trustee, the Indenture Trustee and
the Pass Through Trustee substantially final terms and conditions of any such
refunding or refinancing within 30 days prior to the execution and delivery of
the documents contemplated hereunder in connection therewith; and provided,
further, that (v) no refunding or refinancing of the Equipment Notes will be
permitted unless within 20 days after receipt by the Owner Participant of a
request from the Lessee to effect a refunding or refinancing pursuant to this
Section 10.2 and of information regarding the terms of such refunding or
refinancing necessary to render the opinion referred to below, the Lessee has
provided the Owner Participant with (a) a tax opinion from Mayer, Brown & Platt
or other tax counsel reasonably acceptable to the Owner Participant to the
effect that the Owner Participant would have a reasonable basis within the
meaning of Section 6662(d)(2)(B)(ii) of the Code not to report any adverse
federal income tax consequences as a result of such refunding or refinancing
and (b) an agreement to indemnify the Owner Participant against any adverse tax
consequence suffered as a result of such refinancing or refunding;
alternatively, in the event such reasonable basis tax opinion cannot be
provided and the Lessee wishes to effect such refunding or refinancing, the
Lessee will, at such time as the Lessee receives written notice from the Owner
Participant that the Owner Participant has filed any income tax return wherein
such adverse income tax consequences are recognized, make an indemnity payment
to the Owner Participant in the incremental amount of such adverse tax
consequence (on an After-Tax Basis) attributable to such refunding or
refinancing; (w) the Lessee shall pay to or reimburse the Participants, the
Owner Trustee and the Indenture Trustee for all costs and expenses (including
reasonable attorneys' and accountants' fees) paid or incurred by them in
connection with such refunding or refinancing; (x) no refunding or refinancing
of the Equipment Notes will be permitted if it shall cause the Owner
Participant to account for the transaction contemplated hereby as other than a
"leveraged lease" under the Financial Accounting Standards Board ("FASB")
Statement No. 13, as amended (including any amendment effected by means of the
adoption by FASB of a new statement in lieu of FASB Statement No. 13); and (y)
in no event, in connection with or after giving effect to such refunding or
refinancing shall the Owner Participant be exposed to any unindemnified risk or
liability (including tax risk) to which it is not exposed prior to such
refunding or refinancing.

Section 10.3. Amendments and Waivers. Except as otherwise
provided in the Indenture, no term, covenant, agreement or condition of this
Agreement may be terminated, amended or compliance therewith waived (either
generally or in a particular instance, retroactively or prospectively) except
by an instrument or instruments in writing executed by each party against which
enforcement of the termination, amendment or waiver is sought.

Section 10.4. Notices. Unless otherwise expressly specified or
permitted by the terms hereof, all communications and notices provided for
herein shall be in writing or by facsimile, and any such notice shall become
effective (i) upon personal delivery thereof, including, without limitation, by
overnight mail or courier service, (ii) in the case of notice by United States
mail,

54
<PAGE> 59
certified or registered, postage prepaid, return receipt requested, upon
receipt thereof, or (iii) in the case of notice by facsimile, upon confirmation
of receipt thereof, provided such transmission is promptly further confirmed by
any of the methods set forth in clauses (i) or (ii) above, in each case
addressed to each party hereto at its address set forth below or, in the case
of any such party hereto, at such other address as such party may from time to
time designate by written notice to the other parties hereto:

If to the Lessee:

General American Transportation Corporation
500 West Monroe Street
Chicago, Illinois 60661
Attention: Treasurer
(GATC Trust No. 96-1)
Facsimile: (312) 621-6645
Confirmation No.: (312) 621-6200

If to the Owner Trustee:

First Security Bank, N.A.
79 South Main Street
Salt Lake City, Utah 84111
Attention: Corporate Trust Services
Facsimile: (801) 246-5053
Confirmation No.: (801) 246-5630

with a copy to:

the Owner Participant at the
address set forth below

If to the Owner Participant:

Dreyfus Service Corporation
c/o Mellon Financial Services Corporation #4
One Mellon Bank Center, Suite 4444
Pittsburgh, Pennsylvania 15258-0001
Attention: President
Facsimile: (412) 234-5062
Confirmation No.: (412) 234-5061

55
<PAGE> 60
[AMSOUTH LEASING CORPORATION
1900 FIFTH AVENUE NORTH, 8TH FLOOR
BIRMINGHAM, ALABAMA 35203
ATTENTION: PRESIDENT
FACSIMILE: (205) 307-4124
CONFIRMATION NO.: (205) 326-5780]

with a copy to:

Dreyfus Service Corporation
200 Park Avenue
New York, New York 10166
Attention: William V. Healey
Facsimile: (212) 922-6880
Confirmation No.: (212) 922-6760

If to the Indenture Trustee:

The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Services Division
(GATC Trust No. 96-1)
Facsimile: (312) 407-1708
Confirmation No.: (312) 407-1892

If to the Pass Through Trustee:

Section 10.5. Survival. All warranties, representations,
indemnities and covenants made by any party hereto, herein or in any
certificate or other instrument delivered by any such party or on the behalf of
any such party under this Agreement, shall be considered to have been relied
upon by each other party hereto and shall survive the consummation of the
transactions contemplated hereby on the Closing Date regardless of any
investigation made by any such party or on behalf of any such party.

56
<PAGE> 61
Section 10.6. No Guarantee of Debt. Nothing contained herein or
in the Lease, the Trust Indenture, the Trust Agreement, the Pass Through Trust
Agreement or the Tax Indemnity Agreement or in any certificate or other
statement delivered by the Lessee in connection with the transactions
contemplated hereby shall be deemed to be (i) a guarantee by the Lessee to the
Owner Trustee, the Owner Participant, the Indenture Trustee or the Loan
Participant that the Equipment will have any residual value or useful life, or
(ii) a guarantee by the Indenture Trustee or the Lessee of payment of the
principal of, premium, if any, or interest on the Equipment Notes.

Section 10.7. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of, and shall be enforceable by,
the parties hereto and their respective successors and assigns as permitted by
and in accordance with the terms hereof, including each successive holder of
the Beneficial Interest permitted under Section 6.1 hereof and each successive
holder of any Equipment Note issued and delivered pursuant to this Agreement or
the Indenture. Except as expressly provided herein or in the other Operative
Agreements, no party hereto may assign their interests herein without the
consent of the parties hereto.

Section 10.8. Business Day. Notwithstanding anything herein or in
any other Operative Agreement to the contrary, if the date on which any payment
is to be made pursuant to this Agreement or any other Operative Agreement is
not a Business Day, the payment otherwise payable on such date shall be payable
on the next succeeding Business Day with the same force and effect as if made
on such succeeding Business Day and (provided such payment is made on such
succeeding Business Day) no interest shall accrue on the amount of such payment
from and after such scheduled date to the time of such payment on such next
succeeding Business Day.

Section 10.9. Governing Law. This agreement shall be in all
respects governed by and construed in accordance with the laws of the State of
New York including all matters of construction, validity and performance;
provided, however, that the parties hereto shall be entitled to all rights
conferred by any applicable federal statute, rule or regulation.

Section 10.10. Severability. Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Agreement.

Section 10.11. Counterparts. This Agreement may be executed in any
number of counterparts, each executed counterpart constituting an original but
all together only one Agreement.

Section 10.12. Headings and Table of Contents. The headings of the
Sections of this Agreement and the Table of Contents are inserted for purposes
of convenience only and shall not be construed to affect the meaning or
construction of any of the provisions hereof.

57
<PAGE> 62
Section 10.13. Limitations of Liability.

(a) Liabilities of Participants. Neither the Indenture Trustee,
the Owner Trustee nor any Participant shall have any obligation or duty to the
Lessee, to any other Participant or to others with respect to the transactions
contemplated hereby, except those obligations or duties of such Participant
expressly set forth in this Agreement and the other Operative Agreements, and
neither the Indenture Trustee nor any Participant shall be liable for
performance by any other party hereto of such other party, obligations or
duties hereunder. Without limitation of the generality of the foregoing, under
no circumstances whatsoever shall the Indenture Trustee or any Participant be
liable to the Lessee for any action or inaction on the part of the Owner
Trustee in connection with the transactions contemplated herein, whether or not
such action or inaction is caused by willful misconduct or gross negligence of
the Owner Trustee unless such action or inaction is at the direction of the
Indenture Trustee or any Participant, as the case may be, and such direction is
expressly permitted hereby.

(b) No Recourse to the Owner Trustee. It is expressly understood
and agreed by and between the Owner Trustee, the Lessee, the Owner Participant,
the Indenture Trustee, and the Loan Participant, and their respective
successors and permitted assigns that, subject to the proviso contained in this
Section 10.13(b), all representations, warranties and undertakings of the Owner
Trustee hereunder shall be binding upon the Owner Trustee, only in its capacity
as Owner Trustee under the Trust Agreement, and (except as expressly provided
herein) the Owner Trustee shall not be liable in its individual capacity for
any breach thereof, except for its gross negligence or willful misconduct, or
for breach of its covenants, representations and warranties contained herein,
except to the extent covenanted or made in its individual capacity; provided,
however, that nothing in this Section 10.13(b) shall be construed to limit in
scope or substance those representations and warranties of the Owner Trustee
made expressly in its individual capacity set forth herein. The term "Owner
Trustee" as used in this Agreement shall include any successor trustee under
the Trust Agreement, or the Owner Participant if the trust created thereby is
revoked.

Section 10.14. Maintenance of Non-Recourse Debt. The parties
hereto agree that if the Owner Trustee becomes a debtor subject to the
reorganization provisions of the Bankruptcy Code, 11 U.S.C. Section 101 et seq.
(the "Bankruptcy Code") or any successor provision, the parties hereto will
make an election under 1111(b)(1)(A)(i) of the Bankruptcy Code. If (a) the
Owner Trustee becomes a debtor subject to the reorganization provisions of the
Bankruptcy Code or any successor provision, (b) pursuant to such reorganization
provisions the Owner Trustee is required, by reason of the Owner Trustee being
held to have recourse liability to the Pass Through Trustee or the Indenture
Trustee, directly or indirectly, to make payment on account of any amount
payable under the Equipment Notes or any of the other Operative Agreements and
(c) the Pass Through Trustee and/or the Indenture Trustee actually receives any
Excess Amount (as hereinafter defined) which reflects any payment by the Owner
Trustee on account of (b) above, then the Pass Through Trustee and/or the
Indenture Trustee, as the case may be, shall promptly refund to the Owner
Trustee such Excess Amount. For purposes of this Section

58
<PAGE> 63
10.14 "Excess Amount" means the amount by which such payment exceeds the amount
which would have been received by the Pass Through Trustee or the Indenture
Trustee if the Owner Trustee had not become subject to the recourse liability
referred to in (b) above.

Section 10.15. Ownership of and Rights in Units. The sale of the
Units contemplated hereby is intended for all purposes to be a true sale of all
of the Lessee's right, title and interest in and to the Units to the Owner
Trustee, which shall be the legal owner thereof. Upon consummation of the sale
and leaseback transactions contemplated hereby, the Lessee's interest in the
Units is intended to be that of a lessee only. It is intended that for federal
and state income tax purposes the Owner Participant will be the owner of the
Units. The rights of the Indenture Trustee in and to the Units pursuant to the
Indenture is intended to be that of a secured party holding a security
interest, subject to the Lease and the rights of the Lessee thereunder. No
holder of an Equipment Note is intended to have any right, title or interest in
or to the Units except as a beneficiary of the security interest granted by the
Owner Trustee to the Indenture Trustee pursuant to the Indenture in trust for
the equal and ratable benefit of the holders from time to time of the Equipment
Notes.

* * * * *

In Witness Whereof, the parties hereto have caused this Participation
Agreement to be executed and delivered, all as of the date first above written.

Lessee:

GENERAL AMERICAN
TRANSPORTATION CORPORATION

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

59
<PAGE> 64
Owner Trustee:

FIRST SECURITY BANK, N.A., not in its
individual capacity except as expressly
provided herein but solely as Owner
Trustee

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

Owner Participant:

DREYFUS SERVICE CORPORATION
[AMSOUTH LEASING CORPORATION]

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

Indenture Trustee:

THE FIRST NATIONAL BANK OF CHICAGO, not in
its individual capacity except as expressly
provided herein but solely as Indenture
Trustee

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

60
<PAGE> 65
Pass Through Trustee:

THE FIRST NATIONAL BANK OF CHICAGO, not in
individual capacity except as expressly
provided herein but solely as Pass Through
Trustee

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

61
<PAGE> 66
EXHIBIT A-1

CERTIFICATE OF INSURANCE BROKER CONFIRMING INSURANCE COVERAGE
(PRIMARY LIABILITY)

The First National Bank of Chicago, individually and as Pass Through Trustee

The First National Bank of Chicago, individually and as Indenture Trustee

First Security Bank, N.A., individually and as Owner Trustee

Dreyfus Service Corporation [AMSOUTH LEASING CORPORATION], as Owner Participant

Re: GATC Trust No. 96-1

Gentlemen:

Reference is hereby made to the Lease and the Equipment thereunder.
Attached hereto as Exhibit A is a certificate with respect to certain insurance
maintained by the Lessee on the Equipment which is or will become effective as
of any item thereof upon the acceptance by the Lessee pursuant to the Lease.
Such insurance (i) complies with the requirements contained in Exhibit B hereto
except as noted below and (ii) is in full force and effect as of the date
hereof and all premiums due and payable with respect thereto have been paid in
full.

Capitalized terms not otherwise defined herein or in the exhibits
attached hereto have the meaning assigned thereto in the Lease.

A-1
<PAGE> 67
EXHIBIT A
to Certificate of Insurance Broker

GATX Corporation Primary Liability Program
________ __, 199_ to _________ __, 199_

Westchester Fire Insurance Company $3,500,000 per occurrence and
Policy #MLA 3530920 $9,000,000 in the aggregate as
applicable; subject to a $3,000,000
per occurrence retention and
$8,000,000 in the aggregate
retention (indemnity only)

A-2
<PAGE> 68
EXHIBIT A-2

CERTIFICATE OF INSURANCE BROKER CONFIRMING INSURANCE COVERAGE
(EXCESS LIABILITY)

The First National Bank of Chicago, individually and as Pass Through Trustee

The First National Bank of Chicago, individually and as Indenture Trustee

First Security Bank, N.A., individually and as Owner Trustee

Dreyfus Service Corporation [AMSOUTH LEASING CORPORATION], as Owner Participant

Re: GATC Trust No. 96-1

Gentlemen:

We hereby certify that the Lessee is insured under various policies,
effective (_______________), that provide excess public liability coverage for
personal injury and property damage, subject to the policy terms, conditions
and exclusions. We further certify that said policies:

a. afford limits of liability as indicated on the
attached Exhibit A, excess of various underlying insurances or retained
amounts and subject to aggregates where applicable;

b. are in full force and effect and all premiums due with
respect to said policies have been paid in full; and

c. comply with all of the requirements listed on the
attached Exhibit B.

We hereby agree on each of the times specified in Section 12.1
of the Lease to issue a certificate (1) describing in reasonable detail the
insurance carried by the Lessee relating to the Equipment and (2) confirming
that all premiums due thereon have been paid.

Capitalized terms not otherwise defined herein or in the exhibits
attached hereto have the meaning assigned thereto in the Lease.

A-3
<PAGE> 69
EXHIBIT A
to Certificate of Insurance Broker

GATX Corporation Excess Liability Program
________ __, 199_ to _________ __, 199_

Umbrella Liability - Occurrence Basis
Westchester Fire Insurance Company $1,000,000 Each Occurrence and Aggregate
Policy #CUA-100999-0 as Applicable Excess of $3,500,000 Each
Claim/$9,000,000 aggregate as applicable

Excess Liability - Claims Made Basis
Zurich Reinsurance (UK) Ltd. $50,000,000 Each Claim and Aggregate as
Lexington Insurance Company Applicable, Excess of $1,000,000 Each
New Hampshire Insurance Company Claim in turn Excess of $3,500,000 Each
St. Paul Reinsurance Company Ltd. Claim / $9,000,000 aggregate as applicable
Policy #94 NAC 061

A-4
<PAGE> 70
EXHIBIT B

INSURANCE REQUIREMENTS

The following applies to the policies indicated on Exhibit A:

1. The policies are in such amounts and for such risks and with
such insurance companies and subject to such self-insurance not less
comprehensive in amounts and against risks customarily insured against by
Lessee in respect of equipment owned or leased by it similar in type to the
Equipment and consistent with prudent industry standards for companies engaged
in the full service leasing of railcars.

2. The policies have a third party liability limit of not less
than $50,000,000 per occurrence or in the aggregate, and provide coverage
excess of $3,500,000 per occurrence (and $9,000,000 in the aggregate) primary
general liability.

3. The policies:

(i) provide that if any such insurance is cancelled or
terminated (other than for normal expiration) for any reason whatever,
the Lessor, Indenture Trustee and Owner Participant shall receive 30
days prior notice of such cancellation or termination,

(ii) name the Owner Participant, Lessor (both as lessor of
the Equipment and in its individual capacity) and the Indenture Trustee
as additional insured as their interests may appear (but only as
respects liability arising out of the Operative Agreements or the
Equipment),

(iii) provide that inasmuch as such public liability
insurance policies cover more than one insured, all terms, conditions,
insuring agreements and endorsements, with the exceptions of limits of
liability and liability for premiums, commissions, assessments or
calls, operate in the same manner as if there were a separate policy or
policies covering each insured,

(iv) waive rights of subrogation against the Owner
Participant, Lessor (both as lessor of the Equipment and in its
individual capacity) and the Indenture Trustee,

(v) provide that neither the Owner Participant, Lessor
(both as lessor of the Equipment and in its individual capacity) nor
the Indenture Trustee shall have any liability or obligation for
insurance premiums whether for coverage before or after cancellation or
termination of any such policies,

B-1
<PAGE> 71
(vi) shall be primary without contribution from any similar
insurance maintained by Owner Participant, Lessor or Indenture Trustee.

(vii) provides for sudden and accidental pollution coverage
due to collision or overturn of railcars arising out of the use or
operation of the units. The scope of this coverage includes clean up
should Lessee become obligated to pay (other than on property owned,
leased or occupied by Lessee).

B-2
<PAGE> 72
Schedule 1
Participation Agreement

DESCRIPTION OF EQUIPMENT, DESIGNATION OF BASIC GROUPS,
DESIGNATION OF FUNCTIONAL GROUPS, AND EQUIPMENT COST

See Attached

<PAGE> 73
Schedule 2
Participation Agreement

COMMITMENT PERCENTAGE AND PAYMENT INFORMATION FOR PARTICIPANTS

1. The percentage representing the Loan Participant's Commitment is [85%]
All Payments to Loan Participant should be made by wire transfer of
immediately available funds to:

The First National Bank of Chicago
ABA No. 071000013
Clearing Account 48115377
for credit to trust number 19-203567-1
Attn: J. Kinney GATC Trust No. 96-1

2. The percentage representing the Owner Participant's Commitment is
[15%] All payments to Dreyfus Service Corporation [AMSOUTH LEASING
CORPORATION], as Owner Participant should be made by wire transfer of
immediately available funds to:

The Bank of New York
ABA No. 021000018
Credit: Dreyfus Service Corporation
Account # 8540128589

[AMSOUTH LEASING CORPORATION
1900 FIFTH AVENUE, NORTH
BIRMINGHAM, ALABAMA 35202
ABA NO. 062000019
ACCOUNT # 00201332
ATTN: AMSOUTH LEASING OPERATION DEPARTMENT
(205) 326-5588]

<PAGE> 74
Schedule 3
Participation Agreement

SCHEDULE OF BASIC RENT PAYMENTS

See Attached

<PAGE> 75
Schedule 4
Participation Agreement

SCHEDULE OF STIPULATED LOSS VALUE AND TERMINATION VALUE

The Stipulated Loss Value for a Unit of Equipment as of the Basic Term
Commencement Date and each Rent Payment Date and Determination Date shall be an
amount equal to the percentage of the Equipment Cost for such Unit set opposite
such date in this schedule. The Termination Value for a Unit of Equipment as
of each Rent Payment Date and Determination Date shall be an amount equal to
the percentage of the Equipment Cost for such Unit set opposite such date in
this schedule.

See Attached

<PAGE> 76
Schedule 5
Participation Agreement

TERMS OF EQUIPMENT NOTES

See Attached

<PAGE> 77
Schedule 6
Participation Agreement

EARLY PURCHASE INFORMATION

Basic Group I

Early Purchase Date:

Early Purchase Price
[AMSOUTH: (INCLUDING
DEFERRED PORTION)]: ______% (stated as a percentage of Equipment Cost)

[AMSOUTH:
PORTION PAYABLE ON
EARLY PURCHASE DATE: ______% (STATED AS A PERCENTAGE OF EQUIPMENT COST)

DEFERRED PORTION: ______% (STATED AS A PERCENTAGE OF EQUIPMENT COST)

DEFERRED PORTION PAYMENTS
(STATED AS A PERCENTAGE
OF EQUIPMENT COST):]

Basic Group II
- --------------

Early Purchase Date:

Early Purchase Price
[AMSOUTH: (INCLUDING
DEFERRED PORTION)]: ______% (stated as a percentage of Equipment Cost)

[AMSOUTH:
PORTION PAYABLE ON
EARLY PURCHASE DATE: ______% (STATED AS A PERCENTAGE OF EQUIPMENT COST)

DEFERRED PORTION: ______% (STATED AS A PERCENTAGE OF EQUIPMENT COST)

DEFERRED PORTION PAYMENTS
(STATED AS A PERCENTAGE
OF EQUIPMENT COST):]

<PAGE> 78
Schedule 7
Participation Agreement

BASIC TERM PURCHASE INFORMATION

Basic Term Purchase Price:

Basic Group I: ______%

Basic Group II: ______%

2
<PAGE> 79

Appendix A
Participation Agreement
Equipment Lease Agreement
Trust Indenture and Security Agreement
Trust Agreement
(GATC Trust No. 96-1)

DEFINITIONS

General Provisions

Defined Terms

"AAR" shall mean the Association of American Railroads or any
successor thereto.

"Alternative Minimum Tax" shall mean the alternative minimum tax
imposed under Section 55 of the Code.

"Appraisal" shall have the meaning specified in Section 4.3(a) of the
Participation Agreement.
<PAGE> 80
"Average Life Date" shall mean, with respect to an Equipment Note, the
date which follows the prepayment date or, in the case of an Equipment Note not
being prepaid, the date of such determination, by a period equal to the
Remaining Weighted Average Life of such Equipment Note.

"Bankruptcy Code" shall mean the United States Bankruptcy Reform Act
of 1978, as amended from time to time, 11 U.S.C. Section 101 et. seq.

"Basic Group" shall mean each of the two basic groups of Equipment so
designated in Schedule 1 to the Participation Agreement.

"Basic Prospectus" shall mean the prospectus contained in the
Registration Statement when the most recent post- effective amendment thereto
became effective.

"Basic Term" shall have the meaning specified in Section 3.1 of the
Lease.

"Basic Term Commencement Date" shall mean August 28, 1996.

"Beneficial Interest" shall mean the interest of the Owner Participant
under the Trust Agreement.

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

-2-
<PAGE> 81
"Certificateholder" means the Person in whose name a Pass Through
Certificate is registered in the register for Pass Through Certificates of a
particular series.

"Claims" shall have the meaning specified in Section 7.2 of the
Participation Agreement.

"Closing Date" shall have the meaning specified in Section 2.1 of the
Participation Agreement.

"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

[AMSOUTH: "DEFERRED PORTION PAYMENT DATES" SHALL MEAN THE DEFERRED
PORTION PAYMENT DATES SPECIFIED ON SCHEDULE 6 TO THE PARTICIPATION AGREEMENT
FOR A RELATED BASIC GROUP OF UNITS.]

"Determination Date" shall mean the 28th day of any calendar month.

"Early Purchase Date" shall mean the early purchase date specified on
Schedule 6 to the Participation Agreement for a related Basic Group of Units.

"Equipment Cost" shall mean, for each Unit, the purchase price
therefor paid by the Owner Trustee to the Lessee pursuant to Section 2 of the
Participation Agreement and as set forth in Schedule 1 to the Participation
Agreement with respect to such Unit. Notwithstanding

-3-
<PAGE> 82
anything in the Operative Agreements to the contrary, the Equipment Cost for
any Replacement Unit shall be deemed to be the Equipment Cost or deemed
Equipment Cost of the Unit it replaced.

"ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor law.

"Event of Loss" shall have the meaning specified in Section 11.1 of
the Lease.

-4-
<PAGE> 83
amounts, (ix) any amount payable to the Owner Participant by any Transferee as
the purchase price of the Owner Participant's interest in the Trust Estate in
compliance with the terms of the Participation Agreement and the Trust
Agreement and (x) the respective rights of the Owner Trustee, as trustee and in
its individual capacity, or the Owner Participant to the proceeds of and
interest on the foregoing.

"Fair Market Renewal Term" shall have the meaning specified in Section
22.4 of the Lease.

"Final Prospectus" shall mean the prospectus supplement relating to
the Pass Through Certificates that was first filed pursuant to Rule 424(b)
promulgated pursuant to the Securities Act of 1933, as amended, together with
the Basic Prospectus.

-5-
<PAGE> 84
"Fixed Rate Renewal Term" shall have the meaning specified in Section
22.4(a) of the Lease.

"FRA" shall mean the Federal Railroad Administration or any successor
thereto.

"Functional Group" shall mean each and all of the various groups of
Units so designated in Schedule 1 to the Participation Agreement.

"Income Tax" shall have the meaning specified in Section 7.1(l) of the
Participation Agreement.

"Indemnified Person" shall have the meaning specified in Section
7.2(b) of the Participation Agreement.

"Indenture Default" shall mean an Indenture Event of Default or an
event which with notice or the lapse of time or both would become an Indenture
Event of Default.

"Indenture Estate" shall have the meaning specified in the Granting
Clause of the Indenture.

"Indenture Event of Default" shall have the meaning specified in
Section 4.01 of the Indenture.

-6-
<PAGE> 85
"Indenture Investment" shall mean any obligation issued or guaranteed
by the United States of America or any of its agencies for the payment of which
the full faith and credit of the United States of America is pledged.

"Indenture Trustee" shall mean The First National Bank of Chicago, a
national banking association, as trustee under the Indenture and its successors
thereunder.

"Indenture Trustee Agreements" shall mean the Operative Agreements to
which the Indenture Trustee is or will be a party.

"Interchange Rules" shall mean the interchange rules or supplements
thereto of the Mechanical Division of the Association of American Railroads, as
the same may be in effect from time to time.

"Late Rate" shall mean the lesser of 2% over the Debt Rate and the
maximum interest rate from time to time permitted by law.

"Lease Default" shall mean a Lease Event of Default or an event which
with notice or lapse of time or both would become a Lease Event of Default.

"Lease Event of Default" shall mean a Lease Event of Default under the
Lease as specified in Section 14 thereof.

-7-
<PAGE> 86
"Lease Supplement" shall mean a Lease Supplement (GATC Trust No.
96-1), dated the Closing Date or the date that any Replacement Unit is
subjected to the Lease, substantially in the form of Exhibit A to the Lease,
between the Lessor and the Lessee, covering the Units delivered on the Closing
Date or such Replacement Unit, as the case may be. A "related" Lease
Supplement, when used with respect to any Unit or Units of Equipment, shall
mean the Lease Supplement under which such Unit or Units of Equipment is or are
leased.

"Lease Term" shall mean, with respect to any Unit, the Basic Term
applicable to such Unit and any Renewal Term applicable to such Unit then in
effect.

"Lessee" shall mean General American Transportation Corporation, a New
York corporation, and its successors and permitted assigns.

"Lessee Agreements" shall mean the Operative Agreements to which
Lessee is or will be a party.

"Lessor" shall have the meaning specified in the recitals to the
Lease.

"Lien" shall mean any mortgage, pledge, security interest, lien,
encumbrance, lease, disposition of title or other charge of any kind on
property.

"Limited Use Property" shall have the meaning set forth in Rev. Proc.
76-30, 1976-2 C.B. 647.

"Majority In Interest" as of a particular date of determination shall
mean with respect to any action or decision of the holders of the Equipment
Notes, the holders of more than 50% in aggregate unpaid principal amount of the
Equipment Notes, if any, then outstanding which are affected by such decision
or action, excluding any Equipment Notes held by the Owner

-8-
<PAGE> 87
Participant or the Lessee or an Affiliate of the Owner Participant or the
Lessee unless all Equipment Notes are so held.

"Modification" shall have the meaning specified in Section 9.2 of the
Lease.

-9-
<PAGE> 88
"Operative Agreements" shall mean the Participation Agreement, the
Bill of Sale, the Trust Agreement, the Pass Through Trust Agreement, the Pass
Through Trust Supplements, the Pass Through Certificates, the Equipment Notes,
the Lease, the Lease Supplements, the Indenture, the Indenture Supplements, the
Tax Indemnity Agreement and the Underwriting Agreement.

"Outside Fixed Renewal Date" shall have the meaning specified in
Section 22.4(a) of the Lease.

"Owner Participant" shall mean Dreyfus Service Corporation, a New York
corporation [AMSOUTH LEASING CORPORATION, AN ALABAMA BANKING CORPORATION], and
its successors and permitted assigns.

"Owner Participant Agreements" shall mean the Operative Agreements to
which the Owner Participant is or will be a party.

"Owner Trustee Agreements" shall mean the Operative Agreements to
which the Owner Trustee, either in its individual or fiduciary capacity, is or
will be a party.

"Parent" means GATX Corporation, a New York corporation, and its
successors and assigns.

"Participants" shall mean the Loan Participant and the Owner
Participant.

"Pass Through Certificates" shall mean the Pass Through Certificates
issued pursuant to each of the Pass Through Trust Supplements and the Pass
Through Trust Agreement.

"Pass Through Trust Agreement" shall mean the Pass Through Trust
Agreement, dated as of August 1, 1992, between the Lessee and the Pass Through
Trustee.

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"Pass Through Trustee" shall mean The First National Bank of Chicago,
a national banking association, in its capacity as trustee under the Pass
Through Trust Agreement, as supplemented by the Pass Through Trust Supplements,
and each other person which may from time to time be acting as successor
trustee under the Pass Through Trust Agreement, as supplemented by the Pass
Through Trust Supplement.

"Pass Through Trustee Agreements" shall mean the Operative Agreements
to which the Pass Through Trustee is or will be a party.

"Permitted Subleases" shall have the meaning specified in Section 8.3
of the Lease.

"Person" shall mean an individual, partnership, limited liability
company, corporation, trust, association or unincorporated organization, and a
government or agency or political subdivision thereof.

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"Premium Termination Date" shall mean (i) in the case of the Series of
Equipment Notes designated as Series A for Lease Supplement No. I, August 28,
20__, (ii) in the case of the Series of Equipment Notes designated as Series B
for Lease Supplement No. I, August 28, 20__, (iii) in the case of the Series of
Equipment Notes designated as Series A for Lease Supplement No. II, August 28,
20__, and (iv) in the case of the Series of Equipment Notes designated as
Series B for Lease Supplement No. II August 28, 20__.

"Pricing Date" shall mean the date on which the Underwriting Agreement
is executed by the Lessee and the Underwriters.

"Refunding Date" shall have the meaning specified in Section 10.2(a)
of the Participation Agreement.

"Related Indemnitee Group" shall have the meaning specified in Section
7.2(b) of the Participation Agreement.

"Rent" shall mean all Basic Rent and Supplemental Rent.

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"Replacement Unit" shall mean a covered hopper car or tank car, as the
case may be, which shall have been leased under the Lease pursuant to Section
11.4 of the Lease.

"Required Modification" shall have the meaning specified in Section
9.1 of the Lease.

"Scheduled Closing Date" shall have the meaning specified in Section
2.7 of the Participation Agreement.

"Security" shall have the same meaning as in Section 2(1) of the
Securities Act of 1933, as amended.

"Series" shall mean each of the two series of Equipment Notes for each
Lease Supplement so designated in Exhibit B to the Indenture.

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"Specified Investments" shall mean (i) direct obligations of the
United States of America and agencies thereof for which the full faith and
credit of the United States is pledged, (ii) obligations fully guaranteed by
the United States of America, (iii) certificates of deposit issued by, or
bankers' acceptances of, or time deposits with, any bank, trust company or
national banking association incorporated or doing business under the laws of
the United States of America or one of the States thereof having combined
capital and surplus and retained earnings of at least $500,000,000 (including
the Indenture Trustee or Owner Trustee if such conditions are met), and (iv)
repurchase agreements with any financial institution having a combined capital
and surplus of at least $750,000,000 fully collateralized by obligations of the
type described in clauses (i) and (iii) above; provided that if all of the
above investments are unavailable, the entire amount to be invested may be used
to purchase Federal funds from an entity described in (iii) above; and provided
further that no investment shall be eligible as a "Specified Investment" unless
the final maturity or date of return of such investment is 91 days or less from
the date of purchase thereof.

"STB" shall mean the Surface Transportation Board of the United States
Department of Transportation or any successor thereto.

"Storage Period" shall have the meaning specified in Section 6.1(c)(i)
of the Lease.

"Supplemental Rent" shall mean all amounts, liabilities and
obligations (other than Basic Rent) which the Lessee is obligated to pay under
the Operative Agreements to or on behalf of

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any of the other parties thereto, including, but not limited to, Termination
Value and Stipulated Loss Value payments.