<PAGE>

                                                                     EXHIBIT 4.4


                                GATX CORPORATION


                      5% Senior Convertible Notes due 2023


                      Fully and Unconditionally Guaranteed
                                       by
                           GATX Financial Corporation


                          REGISTRATION RIGHTS AGREEMENT


                                                              New York, New York
                                                                 August 15, 2003


J.P. Morgan Securities Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
    As Representatives of the Initial Purchasers
    Named in Schedule I to the Purchase Agreement
c/o J.P. Morgan Securities Inc.
277 Park Avenue
New York, New York 10172

Ladies and Gentlemen:

                  GATX Corporation, a New York corporation (the "Company"),
proposes to issue and sell (such issuance and sale, the "Initial Placement") to
the several parties named in Schedule I to the Purchase Agreement (the "Initial
Purchasers") for whom you (the "Representatives") are acting as representatives,
upon the terms set forth in a purchase agreement dated August 12, 2003 (the
"Purchase Agreement"), $125,000,000 aggregate principal amount of its 5% Senior
Convertible Notes due 2023 (the "Notes"). GATX Financial Corporation, a Delaware
corporation (the "Guarantor"), will fully and unconditionally guarantee the
Notes (the "Guarantee" and, together with the Notes, the "Securities").

                  The Notes will be convertible into shares of Common Stock (as
defined herein) under the circumstances provided in the Indenture (as defined
herein), at the conversion price set forth in the Offering Memorandum (as
defined herein), as the same may be adjusted from time to time pursuant to the
Indenture.

                  As an inducement to you to enter into the Purchase Agreement
and in satisfaction of a condition to your obligations thereunder, the Issuers
(as defined herein) agree with you, (i) for your benefit and (ii) for the
benefit of the holders from time to time of the Securities and the Common Stock
issuable upon conversion of the Notes (including you), as follows:


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                  1. Definitions. Capitalized terms used herein without
definition shall have the respective meanings set forth in the Purchase
Agreement. As used in this Agreement, the following capitalized terms shall have
the following meanings:

                  "Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the SEC promulgated thereunder.

                  "Affiliate" of any specified person means any other person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with such specified person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling",
"controlled by" and "under common control with"), as used with respect to any
person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such person,
whether through the ownership of voting securities or by agreement or otherwise.

                  "Broker-Dealer" means any broker or dealer registered as such
under the Exchange Act.

                  "Business Day" has the meaning set forth in the Indenture.

                  "Closing Date" means August 15, 2003.

                  "Common Stock" means the common stock, par value $.625 per
share, of the Company, as it exists on the date of this Agreement and any other
shares of capital stock or other securities of the Company into which such
Common Stock may be reclassified or changed, together with any and all other
securities which may from time to time be issuable upon conversion of Notes.

                  "Damages Payment Date" means, with respect to the Securities
or the Common Stock issuable upon conversion of the Notes, as applicable, each
Interest Payment Date; and in the event that any Security, or portion thereof,
is surrendered for purchase by the Company and not withdrawn pursuant to a
Fundamental Change Offer (as defined in the Indenture), the relevant Fundamental
Change Payment Date (as defined in the Indenture), as the case may be, shall
also be a Damages Payment Date with respect to such Security, or portion
thereof, unless the Indenture provides that accrued and unpaid interest on the
Security (or portion thereof) to be repurchased, as the case may be, is to be
paid to the person who was the Record Holder thereof on a record date prior to
such Fundamental Change Payment Date, as the case may be, in which case the
relevant Damages Payment Date shall be the date on which interest is payable to
such Record Holder.

                  "Deadline" has the meaning set forth in Section 3(u) hereof.

                  "Default Rate" means the rate of interest payable with respect
to overdue amounts on the Securities pursuant to Section 7.1 of the Indenture.

                  "DTC" means The Depository Trust Company.

                  "Election" has the meaning set forth in Section 3(u) hereof.


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                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC promulgated thereunder.

                  "Final Maturity Date" means August 15, 2023.

                  "Guarantee" has the meaning set forth in the preamble hereto.

                  "Holder" means a person who is a holder or beneficial owner
(including the Initial Purchasers) of any Securities or shares of Common Stock
issued upon conversion of Notes; provided that, unless otherwise expressly
stated herein, only registered holders of Securities or Common Stock issued on
conversion of the Notes shall be counted for purposes of calculating any
proportion of holders entitled to take any action or give notice pursuant to
this Agreement.

                  "Indenture" means the Indenture relating to the Securities
dated as of August 15, 2003, among the Company, the Guarantor and JPMorgan Chase
Bank, as trustee, as the same may be amended from time to time in accordance
with the terms thereof.

                  "Initial Placement" has the meaning set forth in the preamble
hereto.

                  "Initial Purchasers" has the meaning set forth in the preamble
hereto.

                  "Interest Payment Date" shall mean February 15 and August 15.

                  "Issuers" means, collectively, the Company and the Guarantor.

                  "Liquidated Damages" has the meaning set forth in Section 2(e)
hereof.

                  "Losses" has the meaning set forth in Section 5(d) hereof.

                  "Majority Holders" means, except as provided in Section 6(b)
hereof, the Holders of a majority of the then outstanding aggregate principal
amount of Securities registered under a Shelf Registration Statement; provided
that Holders of Common Stock issued upon conversion of Notes shall be deemed to
be Holders of the aggregate principal amount of Securities from which such
Common Stock was converted; and provided, further, that Securities or Common
Stock which have been sold or otherwise transferred pursuant to the Shelf
Registration Statement shall not be included in the calculation of Majority
Holders.

                  "Majority Underwriting Holders" means, with respect to any
Underwritten Offering, the Holders of a majority of the then outstanding
aggregate principal amount of Securities registered under any Shelf Registration
Statement whose Securities are or are to be included in such Underwritten
Offering; provided that Holders of Common Stock issued upon conversion of the
Notes shall be deemed to be Holders of the aggregate principal amount of
Securities from which such Common Stock was converted.

                  "Managing Underwriters" means the Underwriter or Underwriters
that shall administer an Underwritten Offering.

                  "NASD" has the meaning set forth in Section 3(i) hereof.


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                  "Notes" has the meaning set forth in the preamble hereto.

                  "Notice and Questionnaire" means a Selling Securityholder
Notice and Questionnaire substantially in the form of Exhibit A hereto.

                  "Notice Holder" shall mean, on any date, any Holder of
Transfer Restricted Securities that has delivered a completed and signed Notice
and Questionnaire to the Company on or prior to such date.

                  "Offering Memorandum" means the Final Memorandum as defined in
the Purchase Agreement.

                  "Person" has the meaning set forth in the Indenture.

                  "Prospectus" means the prospectus included in any Shelf
Registration Statement (including, without limitation, a prospectus that
discloses information previously omitted from a prospectus filed as part of an
effective registration statement in reliance upon Rule 430A under the Act), as
amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Securities or Common Stock issuable upon
conversion of the Notes covered by such Shelf Registration Statement, and all
amendments and supplements to such prospectus, including all documents
incorporated or deemed to be incorporated by reference in such prospectus.

                  "Purchase Agreement" has the meaning set forth in the preamble
hereto.

                  "Record Holder" means (i) with respect to any Damages Payment
Date which occurs on an Interest Payment Date, each person who is registered on
the books of the registrar as the holder of Securities at the close of business
on the record date with respect to such Interest Payment Date and (ii) with
respect to any Damages Payment Date relating to the Common Stock issued upon
conversion of the Notes, each person who is a holder of record of such Common
Stock fifteen days prior to the Damages Payment Date.

                  "Registration Default" has the meaning set forth in Section
2(e) hereof.

                  "Representatives" has the meaning set forth in the preamble
hereto.

                  "Rule 144" means Rule 144 (or any successor provision) under
the Act.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities" has the meaning set forth in the preamble hereto.

                  "Shelf Registration" means a registration effected pursuant to
Section 2 hereof.

                  "Shelf Registration Period" has the meaning set forth in
Section 2(c) hereof.

                  "Shelf Registration Statement" means a "shelf" registration
statement of the Company filed pursuant to the provisions of Section 2 hereof
which covers some or all of the


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Securities and the Common Stock issuable upon conversion of the Notes, as
applicable, on Form S-3 or on another appropriate form for an offering to be
made on a delayed or continuous basis pursuant to Rule 415 under the Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
documents incorporated or deemed to be incorporated by reference therein.

                  "Suspension Period" has the meaning set forth in Section 2(d)
hereof.

                  "Transfer Restricted Securities" means each Security and each
share of Common Stock issuable or issued upon conversion of the Notes until the
date on which such Security or share of Common Stock, as the case may be, (i)
has been transferred pursuant to the Shelf Registration Statement or another
registration statement covering such Security or share of Common Stock which has
been filed with the SEC pursuant to the Act, in either case after such
registration statement has become effective and while such registration
statement is effective under the Act, (ii) has been transferred pursuant to Rule
144 under the Act (or any similar provision then in force) or (iii) may be sold
or transferred pursuant to Rule 144(k) under the Act (or any successor provision
then in force).

                  "Trustee" means the trustee with respect to the Securities
under the Indenture.

                  "Underwriter" means any underwriter of the Securities or
Common Stock issuable upon conversion of the Notes in connection with an
offering thereof under a Shelf Registration Statement.

                  "Underwritten Offering" means an offering in which the
Securities or Common Stock issued upon conversion of the Notes are sold to an
Underwriter or with the assistance of an Underwriter for reoffering to the
public.

                  All references in this Agreement to financial statements and
schedules and other information which is "contained", "included", or "stated" in
the Shelf Registration Statement, any preliminary Prospectus or Prospectus (and
all other references of like import) shall be deemed to mean and include all
such financial statements and schedules and other information which is
incorporated or deemed to be incorporated by reference in such Shelf
Registration Statement, preliminary Prospectus or Prospectus, as the case may
be; and all references in this Agreement to amendments or supplements to the
Shelf Registration Statement, any preliminary Prospectus or Prospectus shall be
deemed to mean and include any document filed with the SEC under the Exchange
Act, after the date of such Shelf Registration Statement, preliminary Prospectus
or Prospectus, as the case may be, which is incorporated or deemed to be
incorporated by reference therein.

                  2. Shelf Registration Statement.

                  (a) The Issuers shall prepare and file with the SEC within 90
         days following the Closing Date a Shelf Registration Statement with
         respect to resales of the Transfer Restricted Securities by the Holders
         from time to time in accordance with the methods of distribution
         elected by such Holders and set forth in such Shelf Registration
         Statement (subject to Section 3(u)) and thereafter shall use their
         reasonable best efforts to cause


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<PAGE>


         such Shelf Registration Statement to be declared effective under the
         Act within 180 days after the Closing Date; provided that if any
         Securities are issued upon exercise of the over-allotment option
         granted to the Initial Purchasers in the Purchase Agreement and the
         date on which such Securities are issued occurs after the Closing Date,
         the Issuers will take such steps, prior to the effective date of the
         Shelf Registration Statement, to ensure that such Securities and Common
         Stock issuable upon conversion of the Notes are included in the Shelf
         Registration Statement on the same terms as the Securities issued on
         the Closing Date. The Issuers shall supplement or amend the Shelf
         Registration Statement if required by the rules, regulations or
         instructions applicable to the registration form used by the Issuers
         for the Shelf Registration Statement, or by the Act, the Exchange Act
         or the SEC.

                  (b) (i) Not less than 30 calendar days prior to the
                  effectiveness of the Shelf Registration Statement, the Issuers
                  shall mail the Notice and Questionnaire to the Holders of
                  Transfer Restricted Securities. The Issuers shall take action
                  to name each Holder that is a Notice Holder as of the date
                  that is 10 calendar days prior to the effectiveness of the
                  Shelf Registration Statement so that such Holder is named as a
                  selling security holder in the Shelf Registration Statement at
                  the time of its effectiveness and is permitted to deliver the
                  Prospectus forming a part thereof as of such time to
                  purchasers of such Holder's Transfer Restricted Securities in
                  accordance with applicable law. The Issuers shall be under no
                  obligation to name any Holder that is not a Notice Holder as a
                  selling security holder in the Shelf Registration Statement.

                           (i) After the Shelf Registration Statement has become
                  effective, the Issuers shall, upon the request of any Holder
                  of Transfer Restricted Securities, promptly send a Notice and
                  Questionnaire to such Holder. From and after the date on which
                  the Shelf Registration Statement has become effective, the
                  Issuers shall (i) as promptly as is practicable after the date
                  a completed and signed Notice and Questionnaire and such other
                  information as the Issuers may reasonably request is delivered
                  to the Issuers, and in any event within ten Business Days
                  after such date, prepare and file with the SEC (x) a
                  supplement to the Prospectus and (y) any other document
                  required by applicable law, so that the Holder delivering such
                  Notice and Questionnaire is named as a selling security holder
                  in the Shelf Registration Statement and is permitted to
                  deliver the Prospectus to purchasers of such Holder's Transfer
                  Restricted Securities in accordance with applicable law;
                  provided, that if the Issuers are required to file
                  post-effective amendments to the Shelf Registration Statement
                  for this purpose, the Issuers will file such post-effective
                  amendments no less frequently than once every 30 days, and
                  (ii) use their reasonable best efforts to cause any such
                  post-effective amendment to become effective under the Act as
                  promptly as is practicable; provided, however, that if a
                  Notice and Questionnaire is delivered to the Issuers during a
                  Suspension Period, the Issuers shall not be obligated to take
                  the actions set forth in clauses (i) and (ii) until the
                  termination of such Suspension Period.

                  (c) The Issuers shall use their reasonable best efforts to
         keep the Shelf Registration Statement continuously effective under the
         Act in order to permit the


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         Prospectus forming a part thereof to be usable, subject to Section
         2(d), by all Notice Holders until the earliest of (i) the second
         anniversary of the Closing Date or, if later, the second anniversary of
         the last day on which any Securities are issued upon exercise of the
         over-allotment option granted to the Initial Purchasers in the Purchase
         Agreement, (ii) the date on which all the Securities or Common Stock
         issued or issuable upon conversion of the Notes may be sold by
         non-affiliates ("affiliates" for such purpose having the meaning set
         forth in Rule 144) of the Issuers pursuant to paragraph (k) of Rule 144
         (or any successor provision) promulgated by the SEC under the Act,
         (iii) the date as of which all the Securities or Common Stock issued or
         issuable upon conversion of the Notes have been transferred pursuant to
         Rule 144 under the Act (or any similar provision then in force) and
         (iv) such date as of which all the Securities or the Common Stock
         issued or issuable upon conversion of the Notes have been sold pursuant
         to the Shelf Registration Statement (in any such case, such period
         being called the "Shelf Registration Period").

                           The Issuers will, (x) subject to Section 2(d),
         prepare and file with the SEC such amendments and post-effective
         amendments to the Shelf Registration Statement as may be necessary to
         keep the Shelf Registration Statement continuously effective for the
         Shelf Registration Period, (y) subject to Section 2(d), cause the
         related Prospectus to be supplemented by any required supplement, and
         as so supplemented to be filed pursuant to Rule 424 (or any similar
         provisions then in force) under the Act and (z) comply in all material
         respects with the provisions of the Act with respect to the disposition
         of all securities covered by the Shelf Registration Statement during
         the applicable period in accordance with the intended methods of
         disposition by the sellers thereof set forth in such Shelf Registration
         Statement as so amended or such Prospectus as so supplemented.

                  (d) The Issuers may suspend the use of the Prospectus for a
         period not to exceed 45 days in any three-month period or for three
         periods not to exceed an aggregate of 90 days in any 12-month period
         (the "Suspension Period") for valid business reasons, to be determined
         by the Issuers in their sole reasonable judgment (not including
         avoidance of the Issuers' obligations hereunder), including, without
         limitation, the acquisition or divestiture of assets, public filings
         with the SEC, pending corporate developments and similar events;
         provided that the Issuers promptly thereafter comply with the
         requirements of Section 3(j) hereof, if applicable; provided, further,
         that the existence of a Suspension Period will not prevent the
         occurrence of a Registration Default or otherwise limit the obligation
         of the Issuers to pay Liquidated Damages.

                  (e) If (i) the Shelf Registration Statement is not filed with
         the SEC on or prior to 90 days after the Closing Date, (ii) the Shelf
         Registration Statement has not been declared effective by the SEC
         within 180 days after the Closing Date, or (iii) the Shelf Registration
         Statement is filed and declared effective but shall thereafter cease to
         be effective (without being succeeded immediately by a replacement
         shelf registration statement filed and declared effective) or usable
         for the offer and sale of Transfer Restricted Securities for a period
         of time (including any Suspension Period) which shall exceed 90 days in
         the aggregate in any 12 month period during the period beginning on the
         Closing Date and ending on the second anniversary of the Closing Date
         or, if later, the second anniversary of the last date on which any
         Securities are issued upon exercise of the Initial Purchasers'
         over-allotment option (each such event referred to in clauses (i)


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         through (iii), a "Registration Default"), the Issuers will pay
         liquidated damages ("Liquidated Damages") to each Holder of Transfer
         Restricted Securities who has complied with such Holder's obligations
         under this Agreement. The amount of Liquidated Damages payable during
         any period in which a Registration Default has occurred and is
         continuing is the amount which is equal to one quarter of one percent
         (25 basis points) per annum per $1,000 principal amount of Securities
         or $2.50 per annum per 42.2092 shares of Common Stock (subject to
         adjustment in the event of a stock split, stock recombination, stock
         dividend and the like) constituting Transfer Restricted Securities for
         the first 90 days during which a Registration Default has occurred and
         is continuing and one-half of one percent (50 basis points) per annum
         per $1,000 principal amount of Securities or $5.00 per annum per
         42.2092 shares of Common Stock (subject to adjustment as set forth
         above) constituting Transfer Restricted Securities for any additional
         days during which a Registration Default has occurred and is continuing
         (in each case subject to further adjustment from time to time in the
         event of a stock split, stock recombination, stock dividend and the
         like), it being understood that all calculations pursuant to this and
         the preceding sentence shall be carried out to five decimals. Following
         the cure of all Registration Defaults, Liquidated Damages will cease to
         accrue with respect to such Registration Default. Liquidated Damages
         shall cease to accrue in respect of any Transfer Restricted Security
         when it shall cease to be such. All accrued Liquidated Damages shall be
         paid by wire transfer of immediately available funds or by federal
         funds check by the Issuers on each Damages Payment Date and Liquidated
         Damages will be calculated on the basis of a 360-day year consisting of
         twelve 30-day months and the actual number of days elapsed in any
         partial month. In the event that any Liquidated Damages are not paid
         when due, then to the extent permitted by law, such overdue Liquidated
         Damages, if any, shall bear interest until paid at the Default Rate,
         compounded semi-annually. The parties hereto agree that the Liquidated
         Damages provided for in this Section 2(e) constitute a reasonable
         estimate of the damages that may be incurred by Holders by reason of a
         Registration Default.

                  (f) All of the Issuers' obligations (including, without
         limitation, the obligation to pay Liquidated Damages) set forth in the
         preceding paragraph which are outstanding or exist with respect to any
         Transfer Restricted Security at the time such security ceases to be a
         Transfer Restricted Security shall survive until such time as all such
         obligations with respect to such security shall have been satisfied in
         full.

                  (g) Immediately upon the occurrence or the termination of a
         Registration Default, the Issuers shall give the Trustee, in the case
         of notice with respect to the Securities, and the transfer and paying
         agent for the Common Stock, in the case of notice with respect to
         Common Stock issued or issuable upon conversion of the Notes, notice of
         such commencement or termination, of the obligation to pay Liquidated
         Damages with regard to the Securities and Common Stock and the amount
         thereof and of the event giving rise to such commencement or
         termination (such notice to be contained in an Officers' Certificate
         (as such term is defined in the Indenture)), and prior to receipt of
         such Officers' Certificate the Trustee and such transfer and paying
         agent shall be entitled to assume that no such commencement or
         termination has occurred, as the case may be.


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                  (h) All Securities which are purchased or otherwise acquired
         by the Issuers or any of their subsidiaries or affiliates (as defined
         in Rule 144) prior to the Final Maturity Date shall be delivered to the
         Trustee for cancellation and the Issuers may not hold or resell such
         Securities or issue any new Securities to replace any such Securities
         or any Securities that any Holder has converted pursuant to the
         Indenture. All shares of Common Stock issued upon conversion of the
         Notes which are repurchased or otherwise acquired by the Issuers or any
         of their subsidiaries or affiliates (as defined in Rule 144) at any
         time while such shares are "restricted securities" within the meaning
         of Rule 144 shall not be resold or otherwise transferred except
         pursuant to a registration statement which has been declared effective
         under the Act.

                  3. Registration Procedures. In connection with any Shelf
Registration Statement, the following provisions shall apply:

                  (a) The Issuers shall:

                           (i) furnish to the Representatives, prior to the
                  filing thereof with the SEC, a copy of any Shelf Registration
                  Statement, and each amendment thereof, and a copy of any
                  Prospectus, and each amendment or supplement thereto
                  (excluding amendments caused by the filing of a report under
                  the Exchange Act), and shall use their reasonable best efforts
                  to reflect in each such document, when so filed with the SEC,
                  such comments as the Representatives reasonably and promptly
                  propose; and

                           (ii) include information regarding the Notice Holders
                  and the methods of distribution they have elected for their
                  Transfer Restricted Securities provided to the Issuers in
                  Notice and Questionnaires as necessary to permit such
                  distribution by the methods specified therein.

                  (b) Subject to Section 2(d), the Issuers shall ensure that (i)
         any Shelf Registration Statement and any amendment thereto and any
         Prospectus forming a part thereof and any amendment or supplement
         thereto comply in all material respects with the Act and the rules and
         regulations thereunder, (ii) any Shelf Registration Statement and any
         amendment thereto does not, when it becomes effective, contain 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 and (iii) any Prospectus forming a part of any
         Shelf Registration Statement, and any amendment or supplement to such
         Prospectus, does not include an untrue statement of a material fact or
         omit to state a material fact necessary in order to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading; provided that the Issuers make no representation with
         respect to information with respect to any Underwriter or any Holder
         required to be included in any Shelf Registration Statement or
         Prospectus pursuant to the Act or the rules and regulations thereunder
         and which information is included therein in reliance upon and in
         conformity with information furnished to the Issuers in writing by such
         Underwriter or Holder.


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<PAGE>


                  (c) The Issuers, as promptly as reasonably practicable, shall
         advise the Representatives and each Notice Holder and, if requested by
         you or any such Holder, confirm such advice in writing:

                           (i) when a Shelf Registration Statement and any
                  amendment thereto has been filed with the SEC and when the
                  Shelf Registration Statement or any post-effective amendment
                  thereto has become effective;

                           (ii) of any request by the SEC following
                  effectiveness of the Shelf Registration Statement for
                  amendments or supplements to the Shelf Registration Statement
                  or the Prospectus or for additional information (other than
                  any such request relating to a review of the Issuers' Exchange
                  Act filings);

                           (iii) of the determination by the Issuers that a
                  post-effective amendment to the Shelf Registration Statement
                  would be appropriate;

                           (iv) of the commencement or termination of (but not
                  the nature of or details concerning) any Suspension Period;

                           (v) of the issuance by the SEC of any stop order
                  suspending the effectiveness of the Shelf Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (vi) of the receipt by the Issuers of any
                  notification with respect to the suspension of the
                  qualification of the Transfer Restricted Securities included
                  in any Shelf Registration Statement for sale in any
                  jurisdiction or the initiation or threat of any proceeding for
                  such purpose; and

                           (vii) of the happening of (but not the nature of or
                  details concerning) any event that requires the making of any
                  changes in the Shelf Registration Statement or the Prospectus
                  so that, as of such date, the statements therein are not
                  misleading and the Shelf Registration Statement or the
                  Prospectus, as the case may be, does 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 (in the case of the Prospectus, in light of
                  the circumstances under which they were made) not misleading.

                  (d) The Issuers shall use their reasonable best efforts to
         obtain the withdrawal of any order suspending the effectiveness of any
         Shelf Registration Statement or the lifting of any suspension of the
         qualification (or exemption from qualification) of any of the Transfer
         Restricted Securities for offer or sale in any jurisdiction at the
         earliest possible time.

                  (e) The Issuers shall promptly furnish to each Notice Holder,
         without charge, at least one copy of any Shelf Registration Statement
         and any post-effective amendment thereto, including all exhibits
         (including those incorporated by reference), financial statements and
         schedules.


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<PAGE>


                  (f) The Issuers shall, during the Shelf Registration Period,
         promptly deliver to each Initial Purchaser, each Notice Holder and any
         sales or placement agent or underwriters acting on their behalf,
         without charge, as many copies of the Prospectus (including each
         preliminary Prospectus) included in any Shelf Registration Statement
         (excluding documents incorporated by reference), and any amendment or
         supplement thereto, as such person may reasonably request; and, except
         as provided in Sections 2(d) and 3(s) hereof, the Issuers consent to
         the use of the Prospectus or any amendment or supplement thereto by
         each of the selling Holders in connection with the offering and sale of
         the Transfer Restricted Securities covered by the Prospectus or any
         amendment or supplement thereto.

                  (g) Prior to any offering of Transfer Restricted Securities
         pursuant to any Shelf Registration Statement, the Issuers shall
         register or qualify or cooperate with the Notice Holders and their
         respective counsel in connection with the registration or qualification
         (or exemption from such registration or qualification) of such Transfer
         Restricted Securities for offer and sale, under the securities or blue
         sky laws of such jurisdictions within the United States as any such
         Notice Holders reasonably request and shall maintain such qualification
         in effect so long as required and do any and all other acts or things
         necessary or advisable to enable the offer and sale in such
         jurisdictions of the Transfer Restricted Securities covered by such
         Shelf Registration Statement; provided, however, that the Issuers will
         not be required to (A) qualify generally to do business as a foreign
         corporation or as a dealer in securities in any jurisdiction where it
         is not then so qualified or to (B) take any action which would subject
         it to service of process or taxation in any such jurisdiction where it
         is not then so subject.

                  (h) The Issuers shall cooperate with the Holders to facilitate
         the timely preparation and delivery of certificates representing
         Transfer Restricted Securities sold pursuant to any Shelf Registration
         Statement free of any restrictive legends and in such denominations
         permitted by the Indenture and registered in such names as Holders may
         request at least two Business Days prior to settlement of sales of
         Transfer Restricted Securities pursuant to such Shelf Registration
         Statement.

                  (i) Subject to the exceptions contained in (A) and (B) of
         Section 3(g) hereof, the Issuers shall use their reasonable best
         efforts to cause the Transfer Restricted Securities covered by the
         applicable Shelf Registration Statement to be registered with or
         approved by such other federal, state and local governmental agencies
         or authorities, and self-regulatory organizations in the United States
         as may be necessary to enable the Holders to consummate the disposition
         of such Transfer Restricted Securities as contemplated by the Shelf
         Registration Statement; without limitation to the foregoing, the
         Issuers shall make all filings and provide all such information as may
         be required by the National Association of Securities Dealers, Inc.
         (the "NASD") in connection with the offering under the Shelf
         Registration Statement of the Transfer Restricted Securities
         (including, without limitation, such as may be required by NASD Rule
         2710 or 2720), and shall cooperate with each Holder in connection with
         any filings required to be made with the NASD by such Holder in that
         regard.


                                      -11-
<PAGE>


                  (j) Upon the occurrence of any event described in Section
         3(c)(vii) hereof, the Issuers shall as soon as reasonably practicable
         prepare and file with the SEC a post-effective amendment to any Shelf
         Registration Statement or an amendment or supplement to the related
         Prospectus or any document incorporated therein by reference or file a
         document which is incorporated or deemed to be incorporated by
         reference in such Shelf Registration Statement or Prospectus, as the
         case may be, so that, as thereafter delivered to purchasers of the
         Transfer Restricted Securities included therein, the Shelf Registration
         Statement and the Prospectus, in each case as then amended or
         supplemented, will not include an untrue statement of a material fact
         or omit to state any material fact required to be stated therein or
         necessary in order to make the statements therein (in the case of the
         Prospectus in light of the circumstances under which they were made)
         not misleading and, in the case of a post-effective amendment, use its
         reasonable best efforts to cause it to become effective as promptly as
         practicable; provided that the Issuers' obligations under this
         paragraph (j) shall be suspended if the Issuers have suspended the use
         of the Prospectus in accordance with Section 2(d) hereof and given
         notice of such suspension to Notice Holders, it being understood that
         the Issuers' obligations under this Section 3(j) shall be automatically
         reinstated at the end of such Suspension Period.

                  (k) The Issuers shall use their reasonable best efforts to
         provide, on or prior to the first Business Day following the effective
         date of any Shelf Registration Statement hereunder, (i) a CUSIP number
         for the Transfer Restricted Securities registered under such Shelf
         Registration Statement and (ii) global certificates for such Transfer
         Restricted Securities to the Trustee, in a form eligible for deposit
         with DTC.

                  (l) The Issuers shall use their best efforts to comply with
         all applicable rules and regulations of the SEC and shall make
         generally available to its security holders as soon as practicable but
         in any event not later than 50 days after the end of a 12-month period
         (or 105 days, if such period is a fiscal year) after (i) the effective
         date of the applicable Shelf Registration Statement, (ii) the effective
         date of each post-effective amendment to any Shelf Registration
         Statement, and (iii) the date of each filing by the Issuers with the
         SEC of an Annual Report on Form 10-K that is incorporated by reference
         or deemed to be incorporated by reference in the Shelf Registration
         Statement, an earnings statement satisfying the provisions of Section
         11(a) of the Act and Rule 158 promulgated by the SEC thereunder.

                  (m) The Issuers shall use their reasonable best efforts to
         cause the Indenture to be qualified under the TIA (as defined in the
         Indenture) in a timely manner.

                  (n) The Issuers shall cause all Common Stock issued or
         issuable upon conversion of the Notes to be listed on each securities
         exchange or quotation system on which the Common Stock is then listed
         no later than the date the applicable Shelf Registration Statement is
         declared effective and, in connection therewith, to make such filings
         as may be required under the Exchange Act and to have such filings
         declared effective as and when required thereunder.


                                      -12-
<PAGE>


                  (o) The Issuers may require each Holder of Transfer Restricted
         Securities to be sold pursuant to any Shelf Registration Statement to
         furnish to the Issuers such information regarding the Holder and the
         distribution of such Transfer Restricted Securities sought by the
         Notice and Questionnaire and such additional information as may, from
         time to time, be required by the Act and the rules and regulations
         promulgated thereunder, and the obligations of the Issuers to any
         Holder hereunder shall be expressly conditioned on the compliance of
         such Holder with such request.

                  (p) The Issuers shall, if reasonably requested, use their
         reasonable best efforts to promptly incorporate in a Prospectus
         supplement or post-effective amendment to a Shelf Registration
         Statement (i) such information as the Majority Holders provide or, if
         Transfer Restricted Securities are being sold in an Underwritten
         Offering, as the Managing Underwriters or the Majority Underwriting
         Holders reasonably agree should be included therein and provide to the
         Issuers in writing for inclusion in the Shelf Registration Statement or
         Prospectus, and (ii) such information as a Holder may provide from time
         to time to the Issuers in writing for inclusion in a Prospectus or any
         Shelf Registration Statement concerning such Holder and the
         distribution of such Holder's Transfer Restricted Securities and, in
         either case, shall make all required filings of such Prospectus
         supplement or post-effective amendment promptly after being notified in
         writing of the matters to be incorporated in such Prospectus supplement
         or post-effective amendment, provided that the Issuers shall not be
         required to take any action under this Section 3(p) that is not, in the
         reasonable opinion of counsel for the Issuers, in compliance with
         applicable law.

                  (q) The Issuers shall enter into such customary agreements
         (including underwriting agreements) and take all other appropriate
         actions as may be requested in order to expedite or facilitate the
         registration or the disposition of the Transfer Restricted Securities,
         and in connection therewith, if an underwriting agreement is entered
         into, cause the same to contain indemnification and contribution
         provisions and procedures no less favorable than those set forth in
         Section 5 (or such other reasonable and customary provisions and
         procedures acceptable to the Majority Underwriting Holders and the
         Managing Underwriters, if any, with respect to all parties to be
         indemnified pursuant to Section 5). The plan of distribution in the
         Shelf Registration Statement and the Prospectus included therein shall
         permit resales of Transfer Restricted Securities to be made by selling
         security holders through underwriters, brokers and dealers, and shall
         also include such other information as the Representatives may
         reasonably request.

                  (r) The Issuers shall if reasonably requested in writing by
         Majority Holders, by Majority Underwriting Holders or by the Managing
         Underwriter:

                           (i) make reasonably available for inspection during
                  normal business hours by any Underwriter participating in any
                  disposition pursuant to such Shelf Registration Statement, and
                  any attorney, accountant or other agent retained by any such
                  Underwriter all relevant financial and other records,
                  pertinent corporate documents and properties of the Issuers
                  and their subsidiaries as is customary for due diligence
                  examinations in connection with public offerings;


                                      -13-
<PAGE>


                           (ii) cause the Issuers' officers, directors,
                  employees, accountants and auditors to supply all relevant
                  information reasonably requested by any such Underwriter,
                  attorney, accountant or agent in connection with any such
                  Shelf Registration Statement as is customary for similar due
                  diligence examinations; provided, however, that any
                  information that is designated in writing by the Issuers, in
                  good faith, as confidential at the time of delivery of such
                  information shall be kept confidential by the Holders or any
                  such Underwriter, attorney, accountant or agent, unless
                  disclosure thereof is made in connection with a court,
                  administrative or regulatory proceeding or required by law, or
                  such information has become available to the public generally
                  through the Issuers or through a third party without an
                  accompanying obligation of confidentiality;

                           (iii) deliver a letter, addressed to the selling
                  Holders and the Underwriters, if any, in which the Company
                  shall make such representations and warranties in form,
                  substance and scope as are customarily made by issuers to
                  Underwriters;

                           (iv) obtain opinions of counsel to the Issuers and
                  updates thereof (which counsel and opinions, in form, scope
                  and substance, shall be reasonably satisfactory to the
                  Managing Underwriters, if any) addressed to each selling
                  Holder and the Underwriters, if any, covering such matters as
                  are customarily covered in opinions requested in public
                  offerings;

                           (v) obtain "cold comfort" letters and updates thereof
                  from the current and former independent certified public
                  accountants of the Company and/or the Guarantor (and, if
                  necessary, any other independent certified public accountants
                  of any subsidiary of the Company or the Guarantor or of any
                  business acquired by the Company or the Guarantor for which
                  financial statements and financial data are, or are required
                  to be, included in the Shelf Registration Statement),
                  addressed to each selling Holder (provided such Holder
                  furnishes the accountants, prior to the date such "cold
                  comfort" letter is required to be delivered, with such
                  representations as the accountants customarily require in
                  similar situations) and the Underwriters, if any, in customary
                  form and covering matters of the type customarily covered in
                  "cold comfort" letters in connection with primary underwritten
                  offerings; and

                           (vi) deliver such documents and certificates as may
                  be reasonably requested by the Majority Holders or, in the
                  case of an Underwritten Offering, the Majority Underwriting
                  Holders, and the Managing Underwriters, if any, including
                  those to evidence compliance with Section 3(j) and with any
                  customary conditions contained in the underwriting agreement
                  or other agreement entered into by the Company or the
                  Guarantor.

                           The foregoing actions set forth in clauses (iii),
                  (iv), (v) and (vi) of this Section 3(r) shall be performed at
                  (A) the effectiveness of such Shelf Registration Statement and
                  each post-effective amendment thereto and (B) each closing
                  under any underwriting or similar agreement as and to the
                  extent required thereunder.


                                      -14-
<PAGE>


                  (s) Each Notice Holder agrees that, upon receipt of notice of
         the happening of an event described in Sections 3(c)(ii) through and
         including 3(c)(vii), each Holder shall forthwith discontinue (and shall
         cause its agents and representatives to discontinue) disposition of
         Transfer Restricted Securities and will not resume disposition of
         Transfer Restricted Securities until such Holder has received copies of
         an amended or supplemented Prospectus contemplated by Section 3(j)
         hereof, or until such Holder is advised in writing by the Company or
         the Guarantor that the use of the Prospectus may be resumed or that the
         relevant Suspension Period has been terminated, as the case may be,
         provided that, the foregoing shall not prevent the sale, transfer or
         other disposition of Transfer Restricted Securities by a Notice Holder
         in a transaction which is exempt from, or not subject to, the
         registration requirements of the Act, so long as such Notice Holder
         does not and is not required to deliver the applicable Prospectus or
         Shelf Registration Statement in connection with such sale, transfer or
         other disposition, as the case may be; and provided, further, that the
         provisions of this Section 3(s) shall not prevent the occurrence of a
         Registration Default or otherwise limit the obligation of the Issuers
         to pay Liquidated Damages.

                  (t) The Issuers shall in connection with an Underwritten
         Offering use their reasonable best efforts (i) if the Securities have
         been rated prior to the initial sale of such Securities, to confirm
         that such ratings will apply to the Securities covered by the Shelf
         Registration Statement; or (ii) if the Securities were not previously
         rated, to cause the Securities covered by the Shelf Registration
         Statement to be rated with at least one nationally recognized
         statistical rating agency, if so requested by the Majority Holders or
         by any Managing Underwriters.

                  (u) In the event that any Broker-Dealer shall underwrite any
         Securities or participate as a member of an underwriting syndicate or
         selling group or "assist in the distribution" (within the meaning of
         the NASD Rules) thereof, whether as a Holder of such Transfer
         Restricted Securities or as an underwriter, a placement or sales agent
         or a broker or dealer in respect thereof, or otherwise, the Issuers
         shall assist such Broker-Dealer in complying with the NASD Rules,
         including, without limitation, by:

                           (i) if the NASD Rules shall so require, engaging a
                  "qualified independent underwriter" (as defined in the NASD
                  Rules) to participate in the preparation of the Shelf
                  Registration Statement, to exercise usual standards of due
                  diligence with respect thereto and, if any portion of the
                  offering contemplated by the Shelf Registration Statement is
                  an Underwritten Offering or is made through a placement or
                  sales agent, to recommend the price of such Transfer
                  Restricted Securities;

                           (ii) indemnifying any such qualified independent
                  underwriter to the extent of the indemnification of
                  Underwriters provided in Section 5 hereof; and

                           (iii) providing such information to such
                  Broker-Dealer as may be required in order for such
                  Broker-Dealer to comply with the requirements of the NASD
                  Rules.


                                      -15-
<PAGE>


                           (iv) Anything herein to the contrary notwithstanding,
                  the Issuers will not be required to pay the costs and expenses
                  of, or to participate in the marketing or "road show"
                  presentations of, more than one Underwritten Offering
                  initiated at the request of the Holders of Securities or
                  shares of Common Stock issued or issuable upon conversion of
                  the Notes, or to effect more than one Underwritten Offering at
                  the request of such Holders. The Issuers will not be required
                  to pay the costs and expenses of, or to participate in the
                  marketing or "road show" presentations of, an Underwritten
                  Offering unless Holders of at least the Minimum Amount (as
                  defined below) of Securities and/or Common Stock issued or
                  issuable on conversion of the Notes have requested that such
                  Securities and/or shares of Common Stock be included in such
                  an Underwritten Offering. For purposes of this Agreement, the
                  "Minimum Amount" means 50% of the aggregate principal amount
                  of Notes originally issued under the Indenture; provided that,
                  for purposes of computing the Minimum Amount, Holders of
                  Common Stock issued upon conversion of Notes shall be deemed
                  to be holders of the aggregate principal amount of Notes which
                  were converted into those shares of Common Stock. Only Holders
                  of Securities or shares of Common Stock issued or issuable
                  upon conversion of the Notes which are Transfer Restricted
                  Securities shall be entitled to include such Securities or
                  shares of Common Stock in an Underwritten Offering and only
                  Transfer Restricted Securities shall be included in the
                  computation of the Minimum Amount. The Underwritten Offering
                  initiated by Holders as aforesaid shall include both
                  Securities and Common Stock if so requested by the Holders.
                  Upon receipt by the Company and/or the Guarantor, from Holders
                  of at least the Minimum Amount of Securities and/or Common
                  Stock issued or issuable upon conversion of the Notes, of a
                  request for an Underwritten Offering, the Issuers will, within
                  10 days thereafter, cause the Company to mail notice to all
                  Holders of Securities and shares of Common Stock issued upon
                  conversion of the Notes stating that: (1) the Company has
                  received a request from the Holders of the requisite amount of
                  Securities and/or Common Stock issued or issuable on
                  conversion of the Notes to effect an Underwritten Offering on
                  behalf of such Holders; (2) under the terms of this Agreement,
                  all Holders of Securities and shares of Common Stock issued or
                  issuable upon conversion of the Notes which are Transfer
                  Restricted Securities may include their Securities and shares
                  of Common Stock in such Underwritten Offering, subject to the
                  terms and conditions set forth in this Agreement and subject
                  to the right of the Managing Underwriters to reduce, in light
                  of market conditions and other similar factors, the aggregate
                  principal amount of Securities and number of shares of Common
                  Stock included in such Underwritten Offering; (3) all Holders
                  electing to include Securities or shares of Common Stock in
                  such Underwritten Offering must notify the Issuers in writing
                  of such election (the "Election"), and setting forth an
                  address and facsimile number to which such Elections may be
                  sent and the deadline (which shall be 12:00 midnight on the
                  10th calendar day after such notice is mailed to Holders or,
                  if not a Business Day, the next succeeding Business Day (the
                  "Deadline")) by which such Elections must be received by the
                  Issuers; and (4) setting forth such other instructions as
                  shall be necessary to enable Holders to include their
                  securities and shares of Common


                                      -16-
<PAGE>


                  Stock in such Underwritten Offering. No Holder shall be
                  entitled to participate in an Underwritten Offering unless
                  such Holder notifies the Issuers of such Election by the
                  Deadline. Notwithstanding anything to the contrary contained
                  herein, if the Managing Underwriters for an Underwritten
                  Offering to be effected pursuant to this Section 3(u) advise
                  the Holders of the Securities and shares of the Common Stock
                  to be included in such Underwritten Offering that, because of
                  the aggregate principal amount of Securities and/or number of
                  shares of Common Stock that such Holders have requested be
                  included in the Underwritten Offering, the success of the
                  offering would likely be materially adversely affected by the
                  inclusion of all of the Securities and shares of Common Stock
                  requested to be included, then the principal amount of
                  Securities and the number of shares of Common Stock to be
                  offered for the accounts of Holders shall be reduced pro rata,
                  according to the aggregate principal amount of Securities and
                  number of shares of Common Stock, respectively, requested for
                  inclusion by each such Holder, to the extent necessary to
                  reduce the size of the offering to the size recommended by the
                  Managing Underwriter. Notwithstanding anything to the contrary
                  contained herein, neither the Issuers nor any Person, other
                  than a Holder of Securities or shares of Common Stock issued
                  or issuable upon conversion of the Notes and only with respect
                  to its Transfer Restricted Securities, shall be entitled to
                  include any securities in the Underwritten Offering.

                  4. Registration Expenses. The Issuers shall bear all expenses
incurred in connection with the performance of its obligations under Sections 2
and 3 hereof and shall reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel designated by the Majority Holders to act
as counsel for the Holders in connection therewith. Notwithstanding the
provisions of this Section 4, each Holder shall bear the expense of any broker's
commission, agency fee or Underwriter's discount or commission.

                  5. Indemnification and Contribution.

                  (a) Each of the Company and the Guarantor, jointly and
         severally, agrees to indemnify and hold harmless each Holder of
         Transfer Restricted Securities covered by any Shelf Registration
         Statement (including each of the Initial Purchasers), the directors,
         officers, employees and agents of each such Holder and each person who
         controls any such Holder within the meaning of either the Act or the
         Exchange Act against any and all losses, claims, damages or
         liabilities, joint or several, to which they or any of them may become
         subject under the Act, the Exchange Act or other Federal or state law
         or regulation, at common law or otherwise, insofar as such losses,
         claims, damages or liabilities (or actions in respect thereof) arise
         out of or are based upon any untrue statement or alleged untrue
         statement of a material fact contained in the Shelf Registration
         Statement as originally filed or in any amendment thereof, or in any
         preliminary Prospectus or Prospectus, or in any amendment thereof or
         supplement thereto, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein, in the light of
         the circumstances under which they were made, not misleading, and
         agrees to reimburse each such indemnified party, as incurred, for any
         legal or other expenses reasonably incurred by any of them in
         connection with defending any such loss, claim,


                                      -17-
<PAGE>
         damage, liability or action; provided, however, that neither the
         Company nor the Guarantor will be liable in any such case to the extent
         that any such loss, claim, damage or liability arises out of or is
         based upon (A) any such untrue statement or alleged untrue statement or
         omission or alleged omission made therein in reliance upon and in
         conformity with written information furnished to the Company or the
         Guarantor by or on behalf of any such Holder or any Initial Purchaser
         specifically for inclusion therein, (B) use of a Shelf Registration
         Statement or the related Prospectus during a period when use of such
         Prospectus has been suspended pursuant to Section 2(d) or Section 3(s)
         hereof; provided, further, in each case, that Holders received prior
         notice of such suspension, or (C) if the Holder fails to deliver a
         Prospectus, as then amended or supplemented, provided that the Issuers
         shall have delivered to such Holder such Prospectus, as then amended or
         supplemented. This indemnity agreement will be in addition to any
         liability which the Company or the Guarantor may otherwise have.

                  (b) Each Holder of Transfer Restricted Securities covered by a
         Shelf Registration Statement (including the Initial Purchasers)
         severally and not jointly agrees to indemnify and hold harmless

                           (i) the Company and the Guarantor,

                           (ii) each of their directors,

                           (iii) each of their officers, and

                           (iv) each person who controls the Company or the
                  Guarantor within the meaning of either the Act or the Exchange
                  Act to the same extent as the foregoing indemnity from the
                  Issuers to each such Holder,

         but only with reference to written information relating to such Holder
         furnished to the Issuers by or on behalf of such Holder specifically
         for inclusion in the documents referred to in the foregoing indemnity.

         This indemnity agreement shall be in addition to any liability which
         any such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
         Section 5 of notice of the commencement of any action, such indemnified
         party will, if a claim in respect thereof is to be made against the
         indemnifying party under this Section 5, notify the indemnifying party
         in writing of the commencement thereof; but the failure so to notify
         the indemnifying party will not relieve it from liability under
         paragraph (a) or (b) above unless and to the extent it was not
         otherwise notified of such action and such failure results in the
         forfeiture by the indemnifying party of any rights or defenses. The
         indemnifying party shall be entitled to appoint counsel of the
         indemnifying party's choice at the indemnifying party's expense to
         represent the indemnified party in any action for which indemnification
         is sought (in which case the indemnifying party shall not thereafter be
         responsible for the fees and expenses of any separate counsel retained
         by the indemnified party or parties except as set forth below);
         provided, however, that such counsel shall be reasonably satisfactory
         to the indemnified party. Notwithstanding the


                                      -18-
<PAGE>


         indemnifying party's election to appoint counsel to represent the
         indemnified party in an action, the indemnified party shall have the
         right to employ separate counsel (including local counsel), and the
         indemnifying party shall bear the reasonable fees, costs and expenses
         of such separate counsel if

                           (i) the use of counsel chosen by the indemnifying
                  party to represent the indemnified party would present such
                  counsel with a conflict of interest;

                           (ii) the actual or potential defendants in, or
                  targets of, any such action include both the indemnified party
                  and the indemnifying party and the indemnified party shall
                  have reasonably concluded that there may be legal defenses
                  available to it and/or other indemnified parties which are
                  different from or additional to those available to the
                  indemnifying party and that representation of the indemnified
                  party by counsel chosen by the indemnifying party would be
                  inappropriate due to actual or potential differing interests
                  among the parties represented by such counsel;

                           (iii) the indemnifying party shall not have employed
                  counsel reasonably satisfactory to the indemnified party to
                  represent the indemnified party within a reasonable time after
                  notice of the institution of such action; or

                           (iv) the indemnifying party shall authorize the
                  indemnified party to employ separate counsel at the expense of
                  the indemnifying party.

         Neither an indemnifying party nor an indemnified party will, without
         the prior written consent of the other parties, settle or compromise or
         consent to the entry of any judgment with respect to any pending or
         threatened claim, action, suit or proceeding in respect of which
         indemnification or contribution may be sought hereunder (whether or not
         such other parties are actual or potential parties to such claim or
         action) unless such settlement, compromise or consent includes an
         unconditional release of such other parties from all liability arising
         out of such claim, action, suit or proceeding. An indemnifying party
         shall not be liable for any losses, claims, damages or liabilities by
         reason of any settlement of any action or proceeding effected without
         such indemnifying party's prior written consent, which consent will not
         be unreasonably withheld.

                  (d) In the event that the indemnity provided in paragraph (a)
         or (b) of this Section 5 is unavailable to or insufficient to hold
         harmless an indemnified party for any reason, then each applicable
         indemnifying party shall have an obligation to contribute to the
         aggregate losses, claims, damages and liabilities (including legal or
         other expenses reasonably incurred in connection with investigating or
         defending same) (collectively "Losses"), as incurred, to which such
         indemnified party may be subject in such proportion as is appropriate
         to reflect the relative benefits received by such indemnifying party,
         on the one hand, and such indemnified party, on the other hand, from
         the Initial Placement and any sales of Transfer Restricted Securities
         under the Shelf Registration Statement; provided, however, that in no
         case shall the Initial Purchasers be responsible, in the aggregate, for
         any amount in excess of the purchase discount or commission applicable
         to the Securities, as set forth in the Purchase Agreement. If the
         allocation


                                      -19-
<PAGE>


         provided by the immediately preceding sentence is unavailable for any
         reason, the indemnifying party and the indemnified party shall
         contribute in such proportion as is appropriate to reflect not only
         such relative benefits but also the relative fault of such indemnifying
         party, on the one hand, and such indemnified party, on the other hand,
         in connection with the statements or omissions which resulted in such
         Losses as well as any other relevant equitable considerations. Benefits
         received by the Issuers shall be deemed to be equal to the sum of (x)
         the total net proceeds from the Initial Placement (before deducting
         expenses) and (y) the total amount of Liquidated Damages which the
         Issuers were not required to pay as a result of registering the
         Transfer Restricted Securities covered by the Shelf Registration
         Statement which resulted in such Losses. Benefits received by the
         Initial Purchasers shall be deemed to be equal to the total purchase
         discounts and commissions received in connection with the Initial
         Placement, and benefits received by any other Holders shall be deemed
         to be equal to the value of receiving Transfer Restricted Securities
         registered under the Act. Benefits received by any Underwriter shall be
         deemed to be equal to the total underwriting discounts and commissions,
         as set forth on the cover page of the Prospectus forming a part of the
         Shelf Registration Statement which resulted in such Losses. Relative
         fault shall be determined by reference to whether any untrue statement
         or omission or alleged untrue statement or omission relates to
         information provided by the indemnifying party, on the one hand, or by
         the indemnified party, on the other hand, the intent of the parties and
         their relative knowledge, access to information and opportunity to
         correct or prevent such untrue statement or omission. The parties agree
         that it would not be just and equitable if contribution were determined
         by pro rata allocation or any other method of allocation which does not
         take account of the equitable considerations referred to above.
         Notwithstanding the provisions of this Section 5(d), no person guilty
         of fraudulent misrepresentation (within the meaning of Section 11(f) of
         the Act) shall be entitled to contribution from any person who was not
         guilty of such fraudulent misrepresentation. For purposes of this
         Section 5, each person who controls a Holder within the meaning of
         either the Act or the Exchange Act and each director, officer, employee
         and agent of such Holder shall have the same rights to contribution as
         such Holder, and each person who controls the Company or the Guarantor
         within the meaning of either the Act or the Exchange Act, each officer
         of the Company who signed the Shelf Registration Statement and each
         director of the Company or the Guarantor shall have the same rights to
         contribution as the Company or the Guarantor, and each person who
         controls an Underwriter within the meaning of either the Act or the
         Exchange Act and each officer and director of each Underwriter shall
         have the same rights to contribution as such Underwriter, subject in
         each case to the applicable terms and conditions of this paragraph (d).

                  (e) The provisions of this Section 5 will remain in full force
         and effect, regardless of any investigation made by or on behalf of any
         Holder, any Underwriter, the Company, the Guarantor or any of the
         officers, directors or controlling persons referred to in Section 5
         hereof, and will survive the sale by a Holder of Transfer Restricted
         Securities covered by a Shelf Registration Statement.


                                      -20-
<PAGE>


                  6. Miscellaneous.

                  (a) No Inconsistent Agreements. Neither the Company nor the
         Guarantor has, as of the date hereof, entered into nor shall it, on or
         after the date hereof, enter into, any agreement with respect to its
         securities that is inconsistent with the rights granted to the Holders
         herein or otherwise conflicts with the provisions hereof.

                  (b) Amendments and Waivers. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended,
         qualified, modified or supplemented, and waivers or consents to
         departures from the provisions hereof may not be given, unless the
         Issuers have obtained the written consent of the Majority Holders;
         provided that with respect to any matter that directly or indirectly
         affects the rights of the Initial Purchasers hereunder, the Issuers
         shall obtain the written consent of each of the Initial Purchasers
         against which such amendment, qualification, supplement, waiver or
         consent is to be effective. Notwithstanding the foregoing (except the
         foregoing proviso), a waiver or consent to departure from the
         provisions hereof with respect to a matter that relates exclusively to
         the rights of Holders whose Transfer Restricted Securities are being
         sold pursuant to a Shelf Registration Statement and that does not
         directly or indirectly affect the rights of other Holders may be given
         by the Majority Holders, determined on the basis of the Transfer
         Restricted Securities being sold rather than registered under such
         Shelf Registration Statement.

                  (c) Notices. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand-delivery,
         first-class mail, telecopier, or air courier guaranteeing overnight
         delivery:

                           (i) if to the Representatives, initially at its
                  address set forth in the Purchase Agreement;

                           (ii) if to any other Holder, at the most current
                  address of such Holder maintained by the Registrar under the
                  Indenture or the registrar of the Common Stock (provided that
                  while the Securities or the Common Stock are in book-entry
                  form, notice to the Trustee shall serve as notice to the
                  Holders), or, in the case of the Notice Holder, the address
                  set for in its Notice and Questionnaire; and

                           (iii) if to the Company or the Guarantor, initially
                  at the Company's address set forth in the Purchase Agreement.

                  All such notices and communications shall be deemed to have
         been duly given when received, if delivered by hand or air courier, and
         when sent, if sent by first-class mail or telecopier.

                  The Initial Purchasers or the Issuers by notice to the other
         may designate additional or different addresses for subsequent notices
         or communications.

                  (d) Successors and Assigns. This Agreement shall inure to the
         benefit of and be binding upon the successors and assigns of each of
         the parties, including, without the need for an express assignment or
         any consent by the Company or the Guarantor thereto,


                                      -21-
<PAGE>


         subsequent Holders. The Issuers hereby agree to extend the benefits of
         this Agreement to any Holder and Underwriter and any such Holder and
         Underwriter may specifically enforce the provisions of this Agreement
         as if an original party hereto. In the event that any other person
         shall succeed to the Company or the Guarantor under the Indenture, then
         such successor shall enter into an agreement, in form and substance
         reasonably satisfactory to the Representatives, whereby such successor
         shall assume all of the Company's or Guarantor's obligations, as the
         case may be, under this Agreement.

                  (e) Counterparts. This Agreement may be executed in any number
         of counterparts and by the parties hereto in separate counterparts,
         each of which when so executed shall be deemed to be an original and
         all of which taken together shall constitute one and the same
         agreement.

                  (f) Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
         APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SAID STATE.

                  (h) Severability. In the event that any one of more of the
         provisions contained herein, or the application thereof in any
         circumstances, is held invalid, illegal or unenforceable in any respect
         for any reason, the validity, legality and enforceability of any such
         provision in every other respect and of the remaining provisions hereof
         shall not be in any way impaired or affected thereby, it being intended
         that all of the rights and privileges of the parties shall be
         enforceable to the fullest extent permitted by law.

                  (i) Securities Held by the Issuers, etc. Whenever the consent
         or approval of Holders of a specified percentage of principal amount of
         Securities or the Common Stock issuable upon conversion of the Notes is
         required hereunder, Securities or the Common Stock issued upon
         conversion of the Notes held by the Company, the Guarantor or their
         Affiliates (other than subsequent Holders of Securities or the Common
         Stock issued upon conversion of the Notes if such subsequent Holders
         are deemed to be Affiliates solely by reason of their holdings of such
         Securities) shall not be counted in determining whether such consent or
         approval was given by the Holders of such required percentage.

                  (j) Termination. This Agreement and the obligations of the
         parties hereunder shall terminate upon the end of the Shelf
         Registration Period, except for any liabilities or obligations under
         Section 2(e), 4 or 5 to the extent arising prior to the end of the
         Shelf Registration Period.

                            [signature page follows]


                                      -22-
<PAGE>


                  Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Guarantor and you.

                                       Very truly yours,

                                       GATX CORPORATION



                                       By: /s/  William J. Hasek
                                           -------------------------------------
                                           Name:  William J. Hasek
                                           Title: Vice President and Treasurer

                                       GATX FINANCIAL CORPORATION



                                       By: /s/ William J. Hasek
                                           -------------------------------------
                                           Name:  William J. Hasek
                                           Title: Vice President and Treasurer

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

J.P. MORGAN SECURITIES INC.
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.

By: J.P. Morgan Securities Inc.


By: /s/ Jeff Zajkowski
    --------------------------------
    Name:  Jeff Zajkowski
    Title:  Managing Director



                                      -23-
<PAGE>

            FORM OF SELLING SECURITY HOLDER NOTICE AND QUESTIONNAIRE

         The undersigned beneficial holder of 5% Senior Convertible Notes due
2023 (the "Notes") of GATX Corporation ("GATX" or the "Company") or shares of
common stock of the Company issuable upon conversion of the Notes (together with
the Notes, the "Registrable Securities") of the Company understands that the
Company has filed or intends to file with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Registrable Securities in
accordance with the terms of the Registration Rights Agreement (the
"Registration Rights Agreement") dated as of August 15, 2003 among the Company,
GATX Financial Corporation and the initial purchasers named therein. The
Registration Rights Agreement is available from the Company upon request at the
address set forth below. All capitalized terms not otherwise defined herein
shall have the meaning ascribed thereto in the Registration Rights Agreement.

         Each beneficial owner of Registrable Securities is entitled to the
benefits of the Registration Rights Agreement. In order to sell or otherwise
dispose of any Registrable Securities pursuant to the Shelf Registration
Statement, a beneficial owner of Registrable Securities generally will be
required to be named as a selling securityholder in the related prospectus,
deliver a prospectus to purchasers of Registrable Securities and be bound by
those provisions of the Registration Rights Agreement applicable to such
beneficial owner (including certain indemnification provisions as described
below). Beneficial owners that do not complete this Notice and Questionnaire and
deliver it to the Company as provided below will not be named as selling
securityholders in the prospectus and therefore will not be permitted to sell
any Registrable Securities pursuant to the Shelf Registration Statement.
Beneficial owners are encouraged to complete and deliver this Notice and
Questionnaire prior to the effectiveness of the Shelf Registration Statement so
that such beneficial owners may be named as selling securityholders in the
related prospectus at the time of effectiveness. Upon receipt of a completed
Notice and Questionnaire from a beneficial owner following the effectiveness of
the Shelf Registration Statement, the Company will, as promptly as practicable
but in any event within ten business days of such receipt, file such supplements
to the related prospectus as are necessary to permit such holder to deliver such
prospectus to purchasers of Registrable Securities. If we are required to file
amendments to the Shelf Registration Statement for this purpose, we will file
such amendments no less frequently than once every 30 days.

         Certain legal consequences may arise from being named as selling
securityholders in the Shelf Registration Statement and the related prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Shelf Registration
Statement and the related prospectus.

NOTICE

         The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities beneficially owned by it and
listed below in Item 3 (unless otherwise specified under Item 3) pursuant to the
Shelf Registration Statement. The undersigned, by signing and returning


                                      A-1
<PAGE>


this Notice and Questionnaire, understands that it will be bound by the terms
and conditions of this Notice and Questionnaire and the Registration Rights
Agreement.

         The undersigned hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

QUESTIONNAIRE

1.     (a) Full Legal Name of Selling Securityholder:

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

       (b) Full legal name of Registered Holder (if not the same as (a) above)
       through which Registrable Securities listed in (3) below are held:

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

       (c) Full legal name of broker-dealer or other third party through which
       Registrable Securities listed in (3) below are held:

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

       (d) Full legal name of DTC Participant (if applicable and if not the same
       as (b) or (c) above) through which Registrable Securities listed in (3)
       below are held:

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

2.     Address for Notices to Selling Securityholder:

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

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

       Telephone:
                 ---------------------------------------------------------------

       Fax:
           ---------------------------------------------------------------------

       Contact Person
                      ----------------------------------------------------------

3.     Beneficial Ownership of Registrable Securities:

       (a) Type and Principal Amount of Registrable Securities beneficially
       owned:

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

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

       (b) CUSIP No(s). of such Registrable Securities beneficially owned:

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

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

       Unless otherwise indicated in the space provided below, all Notes and all
       shares of common stock listed in response to Item (3)(a) above, and all
       shares of common stock issuable upon conversion of the Notes listed in
       response to Item (3)(a) above, will be


                                      A-2
<PAGE>

       included in the Shelf Registration Statement. If the undersigned does not
       wish all such Notes or shares of common stock to be so included, please
       indicate below the principal amount or the number of shares to be
       included:

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

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

4.     Beneficial Ownership of Company securities owned by the Selling
       Securityholder:

       Except as set forth below in this Item (4), the undersigned is not the
       beneficial or registered owner of any securities of the Company other
       than the Registrable Securities listed above in Item (3).

       (a) Type and Amount of Other Securities beneficially owned by the Selling
       Securityholder:

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

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

       (b) CUSIP No(s). of such Other Securities beneficially owned:

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

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

5.     Relationship with the Company:

       Except as set forth below, neither the undersigned nor any of its
       affiliates, directors or principal equity holders (5% or more) has held
       any position or office or has had any other material relationship with
       the Company (or its predecessors or affiliates) during the past three
       years.

       State any exceptions here:

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

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

6.     Plan of Distribution:

       Except as set forth below, the undersigned (including its donees or
       pledgees) intends to distribute the Registrable Securities listed above
       in Item (3) pursuant to the Shelf Registration Statement only as follows
       (if at all): Such Registrable Securities may be sold from time to time
       directly by the undersigned or alternatively through underwriters or
       broker-dealers or agents. If the Registrable Securities are sold through
       underwriters or broker-dealers or agents, the Selling Securityholder will
       be responsible for underwriting discounts or commissions or agent's
       commissions. Such Registrable Securities may be sold in one or more
       transactions at fixed prices, at prevailing market prices at the time of
       sale, at varying prices determined at the time of sale, or at


                                      A-3
<PAGE>


         negotiated prices. Such sales may be effected in transactions (which
         may involve crosses or block transactions) (i) on any national
         securities exchange or quotation service on which the Registrable
         Securities may be listed or quoted at the time of sale, (ii) in the
         over-the-counter market, (iii) in transactions otherwise than on such
         exchanges or services or in the over-the-counter market, or (iv)
         through the writing of options. In connection with sales of the
         Registrable Securities or otherwise, the undersigned may enter into
         hedging transactions with broker-dealers, which may in turn engage in
         short sales of the Registrable Securities, short and deliver
         Registrable Securities to close out such short positions, or loan or
         pledge Registrable Securities to broker-dealers that in turn may sell
         such securities. The Selling Securityholder may pledge or grant a
         security interest in some or all of the Registrable Securities owned by
         it and, if it defaults in the performance of its secured obligations,
         the pledgees or secured parties may offer and sell the Registrable
         Securities from time to time pursuant to the prospectus. The Selling
         Securityholder also may transfer and donate shares in other
         circumstances in which case the transferees, donees, pledgees or other
         successors in interest will be the selling securityholder for purposes
         of the prospectus.

         State any exceptions here:

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

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

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

         Note: In no event will such method(s) of distribution take the form of
         an underwritten offering of the Registrable Securities without the
         prior agreement of the Company.

         The undersigned acknowledges that it understands its obligation to
comply with the provisions of the Securities Exchange Act of 1934, as amended,
and the rules thereunder relating to stock manipulation, particularly Regulation
M thereunder (or any successor rules or regulations) and the provisions of the
Securities Act of 1933, as amended, relating to prospectus delivery, in
connection with any offering of Registrable Securities pursuant to the Shelf
Registration Statement. The undersigned agrees that neither it nor any person
acting on its behalf will engage in any transaction in violation of such
provisions.

         The Selling Securityholder hereby acknowledges its obligations under
the Registration Rights Agreement to indemnify and hold harmless certain persons
set forth therein.

         Pursuant to the Registration Rights Agreement, the Company has agreed
under certain circumstances to indemnify the Selling Securityholders against
liabilities.

         In accordance with the undersigned's obligation under the Registration
Rights Agreement to provide such information as may be required by law for
inclusion in the Shelf Registration Statement, the undersigned agrees to
promptly notify the Company of any inaccuracies or changes in the information
provided herein that may occur subsequent to the date hereof at any time while
the Shelf Registration Statement remains effective. All notices hereunder and
pursuant to the Registration Rights Agreement shall be made in writing at the
address set forth below.


                                      A-4
<PAGE>


         In the event any Selling Securityholder transfers all or any portion of
the Registrable Securities listed in Item (3) above after the date on which such
information is provided to GATX, the Selling Securityholder will notify the
transferee(s) at the time of transfer of its rights and obligations under this
Notice and Questionnaire and the Registration Rights Agreement.

         By signing below, the undersigned consents to the disclosure of the
information contained herein in its answers to items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and the
related prospectus. The undersigned understands that such information will be
relied upon by the Company without independent investigation or inquiry in
connection with the preparation or amendment of the Shelf Registration Statement
and the related prospectus.

         IN WITNESS WHEREOF, the undersigned, by authority duly given, has
caused this Notice and Questionnaire to be executed and delivered either in
person or by its authorized agent.

                                         Beneficial Owner



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

Dated:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO

                                GATX CORPORATION
                             500 WEST MADISON STREET
                             CHICAGO, ILLINOIS 60661
                              ATTENTION: TREASURER




                                      A-5