<PAGE>

                                                                    EXHIBIT 4.3

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




                           GATX FINANCIAL CORPORATION



                                       AND



                         U.S. BANK NATIONAL ASSOCIATION,
                                   AS TRUSTEE


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

                          PASS THROUGH TRUST AGREEMENT

                          DATED AS OF __________, 200_

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



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


<PAGE>


Reconciliation and tie between Pass Through Trust Agreement dated as of _______,
200_ and the Trust Indenture Act of 1939. This reconciliation does not
constitute part of the Pass Through Trust Agreement.

<Table>
<Caption>
             TRUST INDENTURE                         PASS THROUGH TRUST
           ACT OF 1939 SECTION                        AGREEMENT SECTION

<S>         <C>                                       <C>
                310(a)(1)                                   7.07
                310(a)(2)                                   7.07
                  312(a)                              3.09; 8.01; 8.02
                  313(a)                                    7.06
                  314(a)                                8.04(a) - (c)
                  314(b)                                   8.04(d)
                314(c)(1)                                   1.02
                314(c)(2)                                   1.02
                314(d)(1)                                7.12; 11.01
                314(d)(2)                                7.12; 11.01
                314(d)(3)                                   2.01
                  314(e)                                    1.02
                  315(b)                                    8.03
          316(a)(last sentence)                             1.01
               316(a)(1)(A)                                 6.04
               316(a)(1)(B)                                 6.05
                  316(b)                                    6.06
                  316(c)                                   1.04(d)
                317(a)(1)                                   6.03
                  317(b)                                    7.12
                  318(a)                                    12.06
</Table>



<PAGE>


                                TABLE OF CONTENTS
<Table>
<Caption>

                                                                                                               PAGE


<S>                   <C>                                                                                       <C>
ARTICLE I             DEFINITIONS................................................................................2

         Section 1.01.         Definitions.......................................................................2
         Section 1.02.         Compliance Certificates and Opinions..............................................9
         Section 1.03.         Form of Documents Delivered to Trustee............................................9
         Section 1.04.         Acts of Certificateholders.......................................................10


ARTICLE II            ORIGINAL ISSUANCE OF CERTIFICATES ACQUISITION OF EQUIPMENT NOTES..........................11

         Section 2.01.         Amount Unlimited; Issuable in Series.............................................11
         Section 2.02.         Acquisition of Equipment Notes...................................................13
         Section 2.03.         Acceptance by Trustee............................................................14
         Section 2.04.         Limitation of Powers.............................................................15


ARTICLE III           THE CERTIFICATES..........................................................................15

         Section 3.01.         Form, Denomination and Execution of Certificates.................................15
         Section 3.02.         Authentication of Certificates...................................................16
         Section 3.03.         Temporary Certificates...........................................................16
         Section 3.04.         Registration of Transfer and Exchange of Certificates............................16
         Section 3.05.         Mutilated, Destroyed, Lost or Stolen Certificates................................17
         Section 3.06.         Persons Deemed Owners............................................................17
         Section 3.07.         Cancellation.....................................................................17
         Section 3.08.         Limitation of Liability for Payments.............................................17
         Section 3.09.         Book-Entry and Definitive Certificates...........................................18


ARTICLE IV            DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS...........................................20

         Section 4.01.         Certificate Account and Special Payments Account.................................20
         Section 4.02.         Distributions from Certificate Account and Special Payments Account..............20
         Section 4.03.         Statements to Certificateholders.................................................22
         Section 4.04.         Investment of Special Payment Moneys.............................................22


ARTICLE V             THE COMPANY...............................................................................23

         Section 5.01.         Maintenance of Corporate Existence...............................................23
         Section 5.02.         Consolidation, Merger or Sale of Assets Permitted................................23


ARTICLE VI            DEFAULT...................................................................................23

         Section 6.01.         Events of Default................................................................23
         Section 6.02.         Incidents of Sale of Equipment Notes.............................................24
         Section 6.03.         Judicial Proceedings Instituted by Trustee.......................................25
         Section 6.04.         Control by Certificateholders....................................................25
         Section 6.05.         Waiver of Defaults...............................................................26
         Section 6.06.         Undertaking to Pay Court Costs...................................................26
</Table>



                                       i

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                              PAGE


<S>                             <C>                                                                           <C>
         Section 6.07.         Right of Certificateholders to Receive Payments Not to Be Impaired...............27
         Section 6.08.         Certificateholders May Not Bring Suit Except Under Certain Conditions............27
         Section 6.09.         Remedies Cumulative..............................................................28


ARTICLE VII           THE TRUSTEE...............................................................................28

         Section 7.01.         Certain Duties and Responsibilities..............................................28
         Section 7.02.         Notice of Defaults...............................................................29
         Section 7.03.         Certain Rights of Trustee........................................................29
         Section 7.04.         Not Responsible for Recitals or Issuance of Certificates.........................30
         Section 7.05.         May Hold Certificates............................................................30
         Section 7.06.         Money Held in Trust..............................................................31
         Section 7.07.         Compensation and Reimbursement...................................................31
         Section 7.08.         Corporate Trustee Required; Eligibility..........................................32
         Section 7.09.         Resignation and Removal; Appointment of Successor................................32
         Section 7.10.         Acceptance of Appointment by Successor...........................................33
         Section 7.11.         Merger, Conversion, Consolidation or Succession to Business......................34
         Section 7.12.         Maintenance of Agencies..........................................................34
         Section 7.13.         Money for Certificate Payments to Be Held in Trust...............................35
         Section 7.14.         Registration of Equipment Notes in Trustee's Name................................36
         Section 7.15.         Representations and Warranties of Trustee........................................36
         Section 7.16.         Withholding Taxes; Information Reporting.........................................37
         Section 7.17.         Trustee's Liens..................................................................37


ARTICLE VIII          CERTIFICATEHOLDER'S LISTS AND REPORTS BY TRUSTEE..........................................38

         Section 8.01.         The Company to Furnish Trustee with Names and Addresses of
                               Certificateholders...............................................................38
         Section 8.02.         Preservation of Information; Communication to Certificateholders.................38
         Section 8.03.         Reports by Trustee...............................................................38
         Section 8.04.         Reports by Company...............................................................38


ARTICLE IX            SUPPLEMENTAL TRUST AGREEMENTS.............................................................39

         Section 9.01.         Supplemental Trust Agreements Without Consent of Certificateholders..............39
         Section 9.02.         Supplemental Trust Agreements with Consent of Certificateholders.................39
         Section 9.03.         Documents Affecting Immunity or Indemnity........................................40
         Section 9.04.         Execution of Supplemental Trust Agreements.......................................40
         Section 9.05.         Effect of Supplemental Trust Agreements..........................................40
         Section 9.06.         Conformity to Trust Indenture Act................................................41
         Section 9.07.         Reference in Certificates to Supplemental Trust Agreements.......................41
</Table>



                                       ii

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<Table>
<Caption>
                                                                                                               PAGE

<S>                    <C>                                                                                     <C>
ARTICLE X             AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS...............................................41

         Section 10.01.        Amendments and Supplements to Indenture and Other Note Documents.................41


ARTICLE XI            TERMINATION OF TRUST......................................................................41

         Section 11.01.        Termination of the Trust.........................................................41


ARTICLE XII           MISCELLANEOUS PROVISIONS..................................................................42

         Section 12.01.        Limitation on Rights of Certificateholders.......................................42
         Section 12.02.        Certificates Nonassessable and Fully Paid........................................42
         Section 12.03.        Notices..........................................................................43
         Section 12.04.        Governing Law....................................................................43
         Section 12.05.        Severability of Provisions.......................................................43
         Section 12.06.        Trust Indenture Act Controls.....................................................43
         Section 12.07.        Effect of Headings and Table of Contents.........................................43
         Section 12.08.        Successors and Assigns...........................................................44
         Section 12.09.        Benefits of Agreement............................................................44
         Section 12.10.        Legal Holidays...................................................................44
         Section 12.11.        Counterparts.....................................................................44

Signature.......................................................................................................
</Table>


EXHIBIT A -- FORM OF CERTIFICATE


                                      iii

<PAGE>



         THIS PASS THROUGH TRUST AGREEMENT, dated as of ______, 200_, between
GATX Financial Corporation, a Delaware corporation, and U.S. Bank National
Association, a national banking association, as Trustee, is made with respect to
the formation from time to time of separate GATX Financial Corporation Pass
Through Trusts, and the issuance from time to time of separate series of Pass
Through Certificates representing fractional undivided interests in the
respective Trusts.

                                   WITNESSETH:

         WHEREAS, from time to time the Company and the Trustee shall enter into
a Trust Supplement pursuant to which the Trustee shall declare the creation of a
separate Trust for the benefit of the Holders of the series of Certificates to
be issued in respect of such Trust, and the initial Holders of the Certificates
of such series, as the grantors of such Trust, by their respective acceptances
of the Certificates of such series, shall join in the creation of such Trust
with the Trustee;

         WHEREAS, all Certificates to be issued in respect of each separate
Trust will be issued as a separate series pursuant to the Basic Agreement and
the related Trust Supplement, will evidence fractional undivided interests in
such Trust, and will have no rights, benefits or interest in respect of any
other separate Trust or the property held therein;

         WHEREAS, one Owner Trustee or each of two or more Owner Trustees, each
acting on behalf of one or more Owner Participants, may issue Equipment Notes to
finance a portion of the purchase price of Equipment to be purchased by such
Owner Trustee and leased to the Company pursuant to the related Lease;

         WHEREAS, each such Owner Trustee will issue Equipment Notes on a
non-recourse basis under a separate Indenture in order to finance a portion of
the purchase price paid, or to be paid, for such Equipment;

         WHEREAS, from time to time, pursuant to the terms and conditions of
this Basic Agreement as supplemented by a separate Trust Supplement with respect
to a separate Trust to be formed hereunder, the Trustee shall purchase one or
more series of Equipment Notes of the same tenor as the series of Certificates
to be issued in respect of such Trust and shall hold such Equipment Notes in
trust for the benefit of the Certificateholders of such Trust;

         WHEREAS, to facilitate the sale of Equipment Notes to the Trustee on
behalf of each Trust created from time to time pursuant to this Basic Agreement
and the related Trust Supplement, the Company has duly authorized the execution
and delivery of this Basic Agreement and each Trust Supplement as the "issuer,"
as such term is defined in and solely for purposes of the Securities Act of
1933, as amended, of the Certificates to be issued in respect of each Trust and
as the "obligor," as such term is defined in and solely for purposes of the
Trust Indenture Act of 1939, as amended, with respect to all such Certificates
and is undertaking to perform certain administrative and ministerial duties
hereunder and is also undertaking to pay the fees and expenses of the Trustee;


<PAGE>

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

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

                                   ARTICLE I
                                   DEFINITIONS

         SECTION 1.01. DEFINITIONS. For all purposes of this Basic Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

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

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

             (3) all references in this Basic Agreement to designated
         "Articles", "Sections" and other subdivisions are to the designated
         Articles, Sections and other subdivisions of this Basic Agreement; and

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

         "ACT" when used with respect to any Holder, has the meaning specified
in Section 1.04.

         "AFFILIATE" of any specified Person, means any other Person which
directly or indirectly controls or is controlled by, or is under common control
with, such specified Person. For the purposes of this definition, "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

         "AUTHORIZED AGENT" when used with respect to the Certificates of any
series, means any Paying Agent or Registrar for the Certificates of such series.

         "AVOIDABLE TAX" has the meaning specified in Section 7.09(e).

         "BASIC AGREEMENT" means this Pass Though Trust Agreement, as the same
may from time to time be supplemented, amended or modified, but does not include
any Trust Supplement.

         "BOOK-ENTRY CERTIFICATES" when used with respect to the Certificates of
any series, means a beneficial interest in the Certificates of such series,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 3.09.



                                       2
<PAGE>

         "BUSINESS DAY" means any day other than a Saturday, a Sunday, or a day
on which commercial banking institutions are authorized or obligated by law,
executive order, or governmental decree to be closed in New York, New York,
Chicago, Illinois, the city and state in which the Corporate Trust Office of the
Indenture Trustee is located or the city and state in which the Corporate Trust
Office of the Trustee is located.

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

         "CERTIFICATE ACCOUNT" when used with respect to the Certificates of any
series, means the account or accounts created and maintained for such series
pursuant to Section 4.01(a) and the related Trust Supplement.

         "CERTIFICATEHOLDER OR HOLDER" when used with respect to the
Certificates of any series, means the Person in whose name a Certificate of such
series is registered in the Register for Certificates of such series.

         "CERTIFICATE OWNER" when used with respect to the Certificates of any
series, means, for purposes of Section 3.09, the Person who owns a Book-Entry
Certificate of such series.

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

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

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

         "COMPANY" means GATX Financial Corporation, a Delaware corporation, or
its successor in interest pursuant to Section 5.02, or any other obligor with
respect to the Certificates (within the meaning of the Trust Indenture Act).

         "CORPORATE TRUST OFFICE" with respect to the Trustee, the Owner Trustee
and the Indenture Trustee, means the office of such trustee in the city at which
at any particular time its corporate trust business shall be principally
administered.

         "CUT-OFF-DATE" when used with respect to the Certificates of any
series, means the date designated as such in the Trust Supplement of such
series.

         "DEFAULT" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

         "DEFINITIVE CERTIFICATES" when used with respect to the Certificates of
any series, has the meaning specified in Section 3.09.



                                       3
<PAGE>

         "DIRECTION" has the meaning specified in Section 1.04(c).

         "DTC" means The Depository Trust Company and any successor clearing
agency.

         "EQUIPMENT" means items of railroad rolling stock which are the subject
of any Lease.

         "EQUIPMENT NOTE" when used with respect to any Trust, means any one of
the Equipment Notes (as defined in the applicable Indenture) described in, or on
a schedule attached to, the Trust Supplement in respect of such Trust and to be
held by the Trustee as a part of such Trust, including any Equipment Note (as so
defined) issued under the applicable Indenture in replacement or substitution
therefor.

         "ESCROW ACCOUNT" when used with respect to the Certificates of any
series, has the meaning specified in Section 2.02(b).

         "ESCROWED FUNDS" when used with respect to any Trust, has the meaning
specified in Section 2.02(b).

         "EVENT OF DEFAULT" when used with respect to any Trust, means an event
described in Section 6.01.

         "FRACTIONAL UNDIVIDED INTEREST" means the fractional undivided interest
in a Trust that is evidenced by a Certificate relating to such Trust.

         "INDENTURE" when used with respect to any Trust, means each of the one
or more separate trust indentures and security agreements described in, or on a
schedule attached to, the Trust Supplement relating to such Trust and which
relates to a series of Equipment Notes to be held in such Trust, as such
agreement may be amended or supplemented in accordance with its terms; and
Indentures means all of such agreements.

         "INDENTURE EVENT OF DEFAULT" when used with respect to any Indenture,
means any Indenture Event of Default (as such term is defined in such
Indenture).

         "INDENTURE TRUSTEE" when used with respect to any Equipment Note or the
Indenture applicable thereto, means the bank or trust company designated as
indenture trustee under such Indenture; and any successor to such Indenture
Trustee as such trustee; and Indenture Trustees means all of the Indenture
Trustees under the Indentures.

         "INITIAL REGULAR DISTRIBUTION DATE" when used with respect to the
Certificates of any series means the first Regular Distribution Date on which a
Scheduled Payment is to be made.

         "ISSUANCE DATE" when used with respect to any Trust, means the date of
the issuance of the series of Certificates of such Trust.

         "LEASE" means any lease between an Owner Trustee, as the lessor, and
the Company, as the lessee, described in an Indenture, as each such lease may be
amended or supplemented in accordance with its respective terms; and Leases
means all of such Leases.



                                       4
<PAGE>

         "LETTER OF REPRESENTATIONS" when used with respect to the Certificates
of any series, means the initial agreement among the Company, the Trustee and
the initial Clearing Agency substantially in the form attached as an exhibit to
the related Trust Supplement.

         "NOTE DOCUMENTS" when used with respect to any Equipment Note, means
the applicable Indenture, Participation Agreement and Lease.

         "OFFICER'S CERTIFICATE" means a certificate signed (i) in the case of a
corporation by the President, any Vice President, the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary of such corporation, (ii) in
the case of a partnership by the Chairman of the Board, the President or any
Vice President the Treasurer or an Assistant Treasurer of a corporate general
partner, and (iii) in the case of the Owner Trustee or the Indenture Trustee, a
certificate signed by a Responsible Officer of the Owner Trustee or Indenture
Trustee.

         "OPINION OF COUNSEL" means an opinion in writing, signed by legal
counsel, who may be (a) the General Counsel or Assistant General Counsel of the
Company or (b) such other counsel designated by the Company, the Owner Trustee
or the Indenture Trustee, whether or not such counsel is an employee of any of
them and who shall be acceptable to the Trustee.

         "OUTSTANDING" when used with respect to Certificates of any series,
means, as of the date of determination, all Certificates of such series
theretofore authenticated and delivered under this Basic Agreement and the
related Trust Supplement, except:

             (i) Certificates of such series theretofore canceled by the
         Registrar or delivered to the applicable Trustee or the Registrar for
         cancellation;

             (ii) Certificates of such series for which money in the full amount
         has been theretofore deposited with the applicable Trustee or any
         Paying Agent in trust for the Certificateholders of such series as
         provided in Section 4.01 pending distribution of such money to the
         Certificateholders of such series pursuant to the final distribution
         payment to be made pursuant to Section 11.01 hereof; and

             (iii) Certificates of such series in exchange for or in lieu of
         which other Certificates of such series have been authenticated and
         delivered pursuant to this Basic Agreement and the related Trust
         Supplement.

         "OWNER PARTICIPANT" means the "Owner Participant" referred to in the
applicable Indenture and any permitted successor or assign of any such Owner
Participant; and Owner Participants at any time of determination means all of
the Owner Participants then referred to in the Indentures.

         "OWNER TRUSTEE" when used with respect to any Indenture or the
Equipment Notes, the Lease or the Equipment related thereto, means the "Owner
Trustee" referred to in such Indenture, not in its individual capacity but
solely as trustee, and each other Person which may from time to time be acting
as Owner Trustee in accordance with the provisions of the related Note
Documents; and Owner Trustees means all of the Owner Trustees party to any of
the respective Indentures.



                                       5
<PAGE>

         "PARTICIPATION AGREEMENT" means any participation or similar agreement
described in an Indenture providing for, among other things, the issuance of
Equipment Notes pursuant to such Indenture to finance a portion of the purchase
price of Equipment to be purchased by an Owner Trustee and leased to the Company
pursuant to a Lease; and Participation Agreements means all such agreements.

         "PAYING AGENT" when used with respect to the Certificates of any
series, means the paying agent maintained and appointed for the Certificates of
such series pursuant to Section 7.12.

         "PERMITTED GOVERNMENT INVESTMENT" means obligations of the United
States of America and agencies thereof for the payment of which the full faith
and credit of the United States of America is pledged, maturing in not more than
60 days or such lesser time as is necessary for payment of any Special Payments
on a Special Distribution Date.

         "PERSON" means any individual, corporation, partnership, association,
trust, unincorporated organization, or government or any agency or political
subdivision thereof.

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

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

         "POSTPONED NOTES" when used with respect to any Trust or the related
series of Certificates, means the Equipment Notes to be held in such Trust as to
which a Postponement Notice shall have been delivered pursuant to Section
2.02(b).

         "POSTPONEMENT NOTICE" when used with respect to any Trust or the
related series of Certificates, means a certificate of the Company signed by an
officer of the Company (1) requesting that the Trustee temporarily postpone
purchase of the related Equipment Notes to a date later than the Issuance Date
of such series of Certificates, (2) identifying the amount of the purchase price
of each such Equipment Note and the aggregate purchase price of all such
Equipment Notes and (3) with respect to such Equipment Notes referred to in
Clause (1), either (a) setting or resetting a new Transfer Date (which shall be
on or prior to the applicable Cut-off Date) for payment by the Trustee of such
purchase price and issuance by the Owner Trustee of the related Equipment Note,
or (b) indicating that such new Transfer Date (which shall be on or



                                       6
<PAGE>

prior to the applicable Cut-off Date) will be set by subsequent written notice
not less than one Business Day prior to such new Transfer Date.

         "RECORD DATE" when used with respect to any Trust or the related series
of Certificates, means (i) for Scheduled Payments to be distributed on any
Regular Distribution Date, other than the final distribution, the day (whether
or not a Business Day) which is 15 days preceding such Regular Distribution
Date, and (ii) for Special Payments to be distributed on any Special
Distribution Date, if any, other than the final distribution, the day (whether
or not a Business Day)which is 15 days preceding such Special Distribution Date.

         "REGISTER AND REGISTRAR" when used with respect to the Certificates of
any series, means the register maintained and the registrar appointed pursuant
to Sections 3.04 and 7.12.

         "REGULAR DISTRIBUTION DATE" when used with respect to distributions
from any Trust of Scheduled Payments, means each date designated as such in the
related Trust Supplement, until payment of all the Scheduled Payments to be made
under the Equipment Notes held in such Trust has been made.

         "REQUEST" means a request by the Company setting forth the subject
matter of the request accompanied by an Officer's Certificate and an Opinion of
counsel as provided in Section 1.02 hereof.

         "RESPONSIBLE OFFICER" when used with respect to the initial Trustee,
the initial Indenture Trustee or the Owner Trustee means any officer in the
Corporate Trust Office; when used with respect to any successor Trustee, or
successor Indenture Trustee, means the chairman or vice-chairman of the board of
directors or trustees, the chairman or vice-chairman of the executive or
standing committee of the board of directors or trustees, the president, the
chairman of the committee on trust matters, any vice-president, any second
vice-president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the comptroller and any assistant comptroller; and,
when used with respect to the Trustee and the Indenture Trustee, also means any
other officer of the Trustee or the Indenture Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also means, when used with respect to the Trustee, Indenture Trustee or Owner
Trustee with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

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

         "SPECIAL DISTRIBUTION DATE" means each date on which a Special Payment
is to be distributed, as specified in the applicable Trust Supplement.



                                       7
<PAGE>

         "SPECIAL PAYMENT" when used with respect to a Special Distribution
Date, means (i) any payment of principal, premium, if any, and interest on an
Equipment Note resulting from the prepayment or purchase of such Equipment Note
held in a Trust, (ii) any payment of principal and interest (including any
interest accruing upon default) on, or any other amount in respect of, an
Equipment Note upon an Indenture Event of Default in respect thereof or upon an
acceleration under the Indenture relating thereto, (iii) any Scheduled Payment
or any Special Payment referred to in clause (i) of this definition which is not
in fact paid within five days of the Regular Distribution Date or Special
Distribution Date applicable thereto, (iv) the amounts required to be
distributed by the penultimate paragraph of Section 2.02(b) or (v) any proceeds
from the sale of any Equipment Note by the Trustee pursuant to Article VI
hereof; and Special Payments means all of such Special Payments.

         "SPECIAL PAYMENTS ACCOUNT" when used with respect to the Certificates
of any series, means the account or accounts created and maintained for such
series pursuant to Section 4.01(b) and the related Trust Supplement.

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

         "TRANSFER DATE" has the meaning assigned to that term or any of the
terms "Delivery Date," "Funding Date" or "Closing Date" in a Participation
Agreement.

         "TRUST" means the trust created by a Trust Supplement, the estate of
which consists of the related Trust Property.

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

         "TRUST INDENTURE ACT" except as otherwise provided in Section 9.06,
means the Trust Indenture Act of 1939 as in force at the date as of which this
Basic Agreement was executed.

         "TRUST PROPERTY" when used with respect to any Trust, means the
Equipment Notes held as the property of such Trust and all monies at any time
paid thereon and all monies due and to become due thereunder, funds from time to
time deposited in the related Escrow Account, the



                                       8
<PAGE>

related Certificate Account and the related Special Payments Account and any
proceeds from the sale by the Trustee pursuant to Article VI hereof of any such
Equipment Note.

         "TRUST SUPPLEMENT" means an agreement supplement hereto pursuant to
which (i) a separate Trust is created for the benefit of the Holders of the
Certificates of a series, (ii) the issuance of the Certificates of such series
representing Fractional Undivided Interests in such Trust is authorized, and
(iii) the terms of the Certificates of such series are established, as such
agreement may from time to time be supplemented, amended or modified.

         SECTION 1.02. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any
application or request by the Company, any Owner Trustee or any Indenture
Trustee to the Trustee to take any action under any provision of this Basic
Agreement or any Trust Supplement, the Company, such Owner Trustee or such
Indenture Trustee, as the case may be, shall furnish to the Trustee an Officer's
Certificate stating that, in the opinion of the signer, all conditions
precedent, if any, provided for in this Basic Agreement or the applicable Trust
Supplement relating to the proposed action have been complied with and an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Basic Agreement or any Trust
Supplement relating to such particular application or request, no additional
certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Basic Agreement or any Trust
Supplement shall include:

             (1) a statement that each individual signing such certificate or
         opinion has read such covenant or condition and the definitions herein
         and in the applicable Trust Supplement relating thereto;

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

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

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

         SECTION 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters and any such Person may certify or give an opinion as to such
matters in one or several documents.



                                       9
<PAGE>

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

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

         SECTION 1.04. ACTS OF CERTIFICATEHOLDERS. (a) Any direction, consent,
waiver or other action provided by this Basic Agreement or any Trust Supplement
to be given or taken by Certificateholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Certificateholders in person or by an agent duly appointed in writing; and,
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company or any Indenture Trustee.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Certificateholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Basic Agreement or any Trust Supplement and (subject to Section
7.01) conclusive in favor of the Trustee, the Company and the Indenture Trustee,
if made in the manner provided in this Section.

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

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



                                       10
<PAGE>

         (d) The Company may at its option by delivery of an Officer's
Certificate to the Trustee set a record date to determine the Certificateholders
entitled to give any consent, request, demand, authorization, Direction, notice,
waiver or other Act. Notwithstanding Section 316(c) of the Trust Indenture Act,
such record date shall be the record date specified in such Officer's
Certificate which shall be a date not more than 30 days prior to the first
solicitation of Certificateholders in connection therewith. If such a record
date is fixed, such consent, request, demand, authorization, Direction, notice,
waiver or other Act may be given before or after such record date, but only the
Certificateholders of record of the applicable series at the close of business
on such record date shall be deemed to be Certificateholders for the purposes of
determining whether Certificateholders of the requisite proportion of
Outstanding Certificates of such series have authorized or agreed or consented
to such consent, request, demand, authorization, Direction, notice, waiver or
other Act, and for that purpose the Outstanding Certificates of such series
shall be computed as of such record date; provided that no such consent,
request, demand, authorization, Direction, notice, waiver or other Act by the
Certificateholders on such record date shall be deemed effective unless it shall
become effective pursuant to the provisions of this Basic Agreement not later
than one year after such record date.

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

         (f) Except as otherwise provided in Section 1.04(c), Certificates of
any series owned by or pledged to any Person shall have an equal and
proportionate benefit under the provisions of this Basic Agreement and the
related Trust Supplement, without preference, priority, or distinction as among
all of the Certificates of such series.

                                   ARTICLE II
                        ORIGINAL ISSUANCE OF CERTIFICATES
                         ACQUISITION OF EQUIPMENT NOTES

         SECTION 2.01. AMOUNT UNLIMITED; ISSUABLE IN SERIES. (a) The aggregate
principal amount of Certificates which may be authenticated and delivered under
this Basic Agreement is unlimited. The Certificates may be issued from time to
time in one or more series and shall be designated generally as the "Pass
Through Certificates," with such further designations added or incorporated in
such title for the Certificates of each series as specified in the related Trust
Supplement. Each Certificate shall bear upon its face the designation so
selected for the series to which it belongs. All Certificates of the same series
shall be substantially identical except that the Certificates of a series may
differ as to denomination and as may otherwise be provided in the Trust
Supplement establishing the Certificates of such series. Each separate series of
Certificates issued pursuant to this Basic Agreement and related Trust
Supplement will evidence Fractional Undivided Interests in the separate Trust
formed by such Trust Supplement, and will have no rights, benefits or interests
in respect of any other separate Trust or the Trust Property held therein. All
Certificates of the same series issued under this Basic Agreement and the
related Trust Supplement shall be in all respects equally and ratably entitled
to the benefits of this Basic Agreement and the related Trust Supplement without
preference, priority, or distinction on account of the actual time or times of
authentication and delivery, all in



                                       11
<PAGE>

accordance with the terms and provisions of this Basic Agreement and the related
Trust Supplement.

         (b) The following matters shall be established with respect to the
Certificates of each series issued hereunder by a Trust Supplement executed and
delivered by and between the Company and the Trustee:

             (1) the formation of the Trust as to which the Certificates
         represent Fractional Undivided Interests and its designation (which
         designation shall distinguish such Trust from each other Trust created
         under this Basic Agreement and a Trust Supplement);

             (2) the specific title of the Certificates (which title shall
         distinguish the Certificates of the series from each other series of
         Certificates issued under this Basic Agreement);

             (3) any limit upon the aggregate principal amount of the
         Certificates which may be authenticated and delivered under this Basic
         Agreement (which limit shall not pertain to Certificates authenticated
         and delivered upon registration of transfer of, or in exchange for, or
         in lieu of, other Certificates of the series pursuant to Sections 3.03,
         3.04 and 3.05);

             (4) the Cut-Off Date with respect to the Certificates and the
         related Trust;

             (5) the Regular Distribution Dates applicable to the Certificates
         and the related Trust;

             (6) the Special Distribution Dates applicable to the Certificates
         and the related Trust;

             (7) if other than as provided in Section 7.12, the Registrar or the
         Paying Agent for the Certificates of such series, including any
         Co-Registrar or additional Paying Agent;

             (8) if other than as provided in Section 3.01, the denominations in
         which the Certificates of such series shall be issuable;

             (9) the specific form of the Certificates of such series and
         whether or not such Certificates are to be issued as Book-Entry
         Certificates;

             (10) a description of the Equipment Notes to be acquired and held
         in the Trust formed by such Trust Supplement and of the related
         Equipment and Note Documents;

             (11) provisions with respect to the terms for which the definitions
         set forth in Article I hereof permit or require further specification
         in the related Trust Supplement; and

             (12) any other terms of the Certificates of such series (which
         terms shall not be inconsistent with the provisions of the Trust
         Indenture Act or adversely affect the interest of the
         Certificateholders of any series Outstanding at the time), including
         any terms



                                       12
<PAGE>

         which may be required or advisable under United States laws or
         regulations or advisable in connection with the marketing of
         Certificates of the series.

         (c) At any time and from time to time after the execution and delivery
of this Basic Agreement and a Trust Supplement forming a Trust and establishing
the terms of Certificates of a series, Certificates of such series shall be
executed, authenticated and delivered by the Trustee to the Person or Persons
specified by the Company upon request of the Company and upon satisfaction of
any conditions precedent set forth in the related Trust Supplement.

         SECTION 2.02. ACQUISITION OF EQUIPMENT NOTES. (a) Certificates of a
series executed, authenticated and delivered by the Trustee upon request of the
Company in accordance with Section 2.01(c) shall equal in the aggregate the
aggregate principal amount of the Equipment Notes to be purchased by the Trustee
pursuant to the related Participation Agreements and shall evidence the entire
ownership of the related Trust. The Trustee shall issue and sell such
Certificates, in authorized denominations and in such Fractional Undivided
Interests, so as to result in the receipt of consideration in an amount equal to
the aggregate principal amount of such Equipment Notes and, concurrently
therewith, the Trustee shall purchase, pursuant to the terms and conditions of
the Participation Agreements, the Equipment Notes (except Postponed Notes, if
any) at a purchase price equal to the amount of such consideration so received.
Except as provided in Sections 3.03, 3.04 and 3.05 hereof, the Trustee shall not
execute, authenticate or deliver Certificates of such series in excess of the
aggregate amount specified in this paragraph. The provisions of this Subsection
(a) are subject to the provisions of Subsection (b) below.

         (b) If on or prior to the Issuance Date with respect to a series of
Certificates and the related Trust the Company shall deliver to the Trustee a
Postponement Notice relating to one or more Postponed Notes, the Trustee shall
postpone the purchase of the related Postponed Notes and shall deposit into an
escrow account (the "Escrow Account") to be maintained as a part of such Trust
an amount equal to the purchase price of such Postponed Notes (the "Escrowed
Funds"). The Escrowed Funds so deposited shall be invested by the Trustee at the
direction and risk of, and for the benefit of, the Company in Specified
Investments (i) maturing no later than any scheduled Transfer Date relating to
such series of Certificates, or (ii) if no such Transfer Date has been
scheduled, maturing on the next Business Day, or (iii) if the Company has given
notice to the Trustee that any Postponed Notes will not be issued, with respect
to the portion of the Escrowed Funds relating to such Postponed Notes, maturing
on the next applicable Special Distribution Date, if such investments are
reasonably available for purchase. The Trustee shall make withdrawals from the
Escrow Account only as provided in this Basic Agreement and the related Trust
Supplement.

         Upon request of the Company on one or more occasions, and the
satisfaction of the closing conditions specified in the applicable Participation
Agreements on or prior to the related Cut-Off Date, the Trustee shall purchase
the applicable Postponed Notes with the Escrowed Funds. The purchase price shall
equal the principal amount of such Postponed Notes. On the Initial Regular
Distribution Date, the Company will pay (in immediately available funds) to the
Trustee an amount equal to the interest that would have accrued on any Postponed
Notes purchased after the Issuance Date if such Postponed Notes had been
purchased on the Issuance Date, from the Issuance Date to, but not including,
the date of the purchase of such Postponed Notes by the Trustee.



                                       13
<PAGE>

         The Trustee shall hold all such Specified Investments until the
maturity thereof and will not sell or otherwise transfer such Specified
Investments. If Specified Investments held in the Escrow Account mature prior to
any applicable Transfer Date, any proceeds received on the maturity of such
Specified Investments (other than any earnings thereon) shall be reinvested by
the Trustee at the direction and risk of, and for the benefit of, the Company in
Specified Investments maturing as provided in the second preceding paragraph.

         Any earnings on Specified Investments received from time to time by the
Trustee shall be promptly distributed to the Company. The Company shall pay to
the Trustee for deposit to the Escrow Account an amount equal to any losses
realized on such Specified Investments.

         If the Company notifies the Trustee prior to the applicable Cut-Off
Date that any of the Postponed Notes will not be issued on or prior to the
Cut-Off Date for any reason, on the next Special Distribution Date for the
series of Certificates related to such Postponed Notes occurring more than 10
days following the date of such notice (i) the Company shall pay to the Trustee
for deposit in the related Special Payments Account, in immediately available
funds, an amount equal to the interest that would have accrued on the Postponed
Notes designated in such notice at a rate equal to the interest rate applicable
to such series of Certificates from the Issuance Date to, but not including,
such Special Distribution Date and (ii) the Trustee shall transfer an amount
equal to that amount of Escrowed Funds that would have been used to purchase the
Postponed Notes designated in such notice and the amount paid by the Company
pursuant to the immediately preceding clause (i) to the related Special Payments
Account for distribution as a Special Payment in accordance with the provisions
hereof.

         If, on the applicable Cut-Off Date, an amount equal to less than all of
the Escrowed Funds (other than Escrowed Funds referred to in the immediately
preceding paragraph) has been used to purchase Postponed Notes, on the Special
Distribution Date for the series of Certificates related to such Postponed Notes
next following such Cut-Off Date by more than 10 days (i) the Company shall pay
to the Trustee for deposit in the related Special Payments Account, in
immediately available funds, an amount equal to the interest that would have
accrued on such Postponed Notes contemplated to be purchased with such unused
Escrowed Funds (other than Escrowed Funds referred to in the immediately
preceding paragraph) but not so purchased at a rate equal to the interest rate
applicable to such series of Certificates from the Issuance Date to, but no
including, such Special Distribution Date and (ii) the Trustee shall transfer
such unused Escrowed Funds and the amount paid by the Company pursuant to the
immediately preceding clause (i) to such Special Payments Account for
distribution as a Special Payment in accordance with the provisions hereof.

         SECTION 2.03. ACCEPTANCE BY TRUSTEE. The Trustee, upon the execution
and delivery of a Trust Supplement creating a Trust and a series of
Certificates, shall acknowledge its acceptance of all right, title and interest
in and to the Equipment Notes to be acquired pursuant to Section 2.02 hereof and
the Participation Agreements and shall declare that the Trustee holds and will
hold such right, title, and interest, together with all other property
constituting the Trust Property, for the benefit of all present and future
Certificateholders of such series, upon the trusts herein and in such Trust
Supplement set forth. By its payment for and acceptance of each Certificate of
such series issued to it under this Basic Agreement and such Trust Supplement,
each initial



                                       14
<PAGE>

Certificateholder of such series as grantor of the Trust thereby joins in the
creation and declaration of such Trust.

         SECTION 2.04. LIMITATION OF POWERS. Each Trust shall be constituted
solely for the purpose of making the investment in the Equipment Notes provided
for in the related Trust Supplement, and, except as set forth herein or in such
Trust Supplement, the Trustee shall not be authorized or empowered to acquire
any other investments or engage in any other activities and, in particular, the
Trustee shall not be authorized or empowered to do anything that would cause the
Trust to fail to qualify as a "grantor trust" for federal income tax purposes
(including, as subject to this restriction, acquiring any Equipment (as defined
in the related Indenture) by bidding the Equipment Notes or otherwise, or taking
any action with respect to any such Equipment once acquired).

                                  ARTICLE III
                                THE CERTIFICATES

         SECTION 3.01. FORM, DENOMINATION AND EXECUTION OF CERTIFICATES. The
Certificates of each series shall be issued in registered form without coupons
and shall be substantially in the form attached hereto as Exhibit A, with such
omissions, variations and insertions as are permitted by this Basic Agreement or
the related Trust Supplement, and may have such letters, numbers or other marks
of identification and such legends or endorsements printed, lithographed or
engraved thereon, as may be required to comply with the rules of any securities
exchange on which such Certificates may be listed or to conform to any usage in
respect thereof, or as may, consistently herewith, be prescribed by the Trustee
or by the officer executing such Certificates, such determination by said
officer to be evidenced by his signing such Certificates.

         Except as provided in Section 3.09, the definitive Certificates of such
series shall be printed, lithographed or engraved or produced by any combination
of these methods or may be produced in any other manner permitted by the rules
of any securities exchange on which such Certificates may be listed, all as
determined by the officer executing such Certificates, as evidenced by his
execution of such Certificates.

         Except as otherwise provided in the related Trust Supplement, the
Certificates of each series shall be issued in denominations of $1,000 or
integral multiples thereof except that one Certificate of such series may be
issued in a denomination of less than $1,000.

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



                                       15
<PAGE>

only evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates of any series shall be dated the date of their
authentication.

         SECTION 3.02. AUTHENTICATION OF CERTIFICATES. The Trustee shall duly
authenticate and deliver Certificates of each series in authorized denominations
equalling in the aggregate the aggregate principal amount of the Equipment Notes
to be purchased by the Trustee pursuant to the related Participation Agreement,
and evidencing the entire ownership of the related Trust.

         SECTION 3.03. TEMPORARY CERTIFICATES. Pending the preparation of
definitive Certificates of any series, the Trustee may execute, authenticate and
deliver temporary Certificates of such series which are printed lithographed,
typewritten, or otherwise produced, in any denomination, containing
substantially the same terms and provisions as set forth in Exhibit A, except
for such appropriate insertions, omissions, substitutions and other variations
relating to their temporary nature as the officer executing such temporary
Certificates may determine, as evidenced by his execution of such temporary
Certificates.

         If temporary Certificates of any series are issued, the Trustee will
cause definitive Certificates of such series to be prepared without unreasonable
delay. After the preparation of definitive Certificates, the temporary
Certificates shall be exchangeable for definitive Certificates of such series
upon surrender of the temporary Certificates at the Corporate Trust Office of
the Trustee, or at the office or agency of the Trustee maintained in accordance
with Section 7.12, without charge to the holder. Upon surrender for cancellation
of any one or more temporary Certificates, the Trustee shall execute,
authenticate and deliver in exchange therefor definitive Certificates of like
series, in authorized denominations of a like aggregate Fractional Undivided
Interest. Until so exchanged, such temporary Certificates shall in all respects
be entitled to the same benefits under this Basic Agreement and the related
Trust Supplement as definitive Certificates of such series.

         SECTION 3.04. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.
(a) The Trustee shall cause to be kept at the office or agency to be maintained
by it in accordance with the provisions of Section 7.12 a register (the
"Register") for each series of Certificates in which, subject to the provisions
of this Section 3.04 and the Certificates, the Trustee shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trustee shall initially be the registrar (the "Registrar")
for the purpose of registering Certificates of each series and transfers and
exchanges of Certificates as herein provided.

         (b) Upon surrender for registration of transfer of any Certificate at
the Corporate Trust Office or such other office or agency, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of like series, in authorized
denominations of a like aggregate Fractional Undivided Interest. At the option
of a Certificateholder, Certificates may be exchanged for other Certificates of
like series, in authorized denominations of a like aggregate Fractional
Undivided Interest, upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for
exchange, the Trustee shall execute, authenticate and deliver the Certificates
that the Certificateholder making the exchange is entitled to receive. Every
Certificate presented or surrendered for registration of transfer or exchange
shall be duly endorsed or accompanied by a



                                       16
<PAGE>

written instrument of transfer in form satisfactory to the Trustee and the
Registrar duly executed by the Holder thereof or his attorney duly authorized in
writing.

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

         (d) All Certificates surrendered for registration of transfer and
exchange shall be cancelled and subsequently destroyed by the Trustee.

         SECTION 3.05. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (a)
any mutilated Certificate is surrendered to the Registrar, or the Registrar
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Registrar and the Trustee such
security, indemnity or bond, as may be required by them to save each of them
harmless, then, in the absence of notice to the Registrar or the Trustee that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute, authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
series and of like Fractional Undivided Interest with the same final Regular
Distribution Date. In connection with the issuance of any new Certificate under
this Section 3.05, the Trustee shall require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Trustee
and the Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section 3.05 shall constitute conclusive evidence of the
appropriate Fractional Undivided Interest in the related Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

         SECTION 3.06. PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Trustee, the Registrar, and any
Paying Agent of the Trustee may treat the person in whose name any Certificate
is registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.02 and for all other purposes whatsoever,
and neither the Trustee, the Registrar, nor any Paying Agent of the Trustee
shall be affected by any notice to the contrary.

         SECTION 3.07. CANCELLATION. All Certificates surrendered for payment or
transfer or exchange shall, if surrendered to any Person a party hereto other
than the Registrar, be delivered by such Person to the Registrar for
cancellation. No Certificates shall be authenticated in lieu of or in exchange
for any Certificates cancelled as provided in this Section, except as expressly
permitted by this Basic Agreement. All cancelled Certificates held by the
Registrar shall be destroyed and a certification of their destruction delivered
to the Trustee.

         SECTION 3.08. LIMITATION OF LIABILITY FOR PAYMENTS. All payments or
distributions made to Certificateholders of any series under this Basic
Agreement or the related Trust Supplement shall be made only from such Trust
Property of the related Trust and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of Article IV of this Basic Agreement and the related
Trust Supplement. Each Certificateholder, by its acceptance of such Certificate,
agrees



                                       17
<PAGE>

that it will look solely to the income and proceeds from the Trust Property of
the related Trust to the extent available for distribution to the Holder thereof
as provided in this Basic Agreement and the related Trust Supplement. Nothing in
this Basic Agreement shall be construed as an agreement, or otherwise creating
an obligation, of the Company to pay any of the principal, premium, if any, and
interest due from time to time under the Equipment Notes or in respect of the
Certificates.

         SECTION 3.09. BOOK-ENTRY AND DEFINITIVE CERTIFICATES. (a) Except for
one Certificate of each series that may be issued in a denomination of less than
$1,000, the Certificates of each series may be issued in the form of one or more
typewritten Certificates representing the Book-Entry Certificates of such
series, to be delivered to DTC, the initial Clearing Agency, by, or on behalf
of, the Company. In such case, the Certificates of such series delivered to DTC
shall initially be registered on the Register in the name of CEDE & Co., the
nominee of the initial Clearing Agency, and no Certificate Owner will receive a
definitive certificate representing such Certificate Owner's interest in the
Certificates of such series, except as provided above and in Subsection (d)
below. Except with respect to the one Certificate of each series that may be
issued in a denomination of less than $1,000, unless and until definitive, fully
registered Certificates of such series (the "Definitive Certificates") have been
issued pursuant to Subsection (d) below:

             (i) the provisions of this Section 3.09 shall be in full force and
         effect;

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

             (iii) to the extent that the provisions of this Section 3.09
         conflict with any other provisions of this Basic Agreement or any Trust
         Supplement (other than the provisions of any Trust Supplement amending
         this Section 3.09 as permitted by this Basic Agreement), the provisions
         of this Section 3.09 shall control;

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

             (v) whenever this Basic Agreement or any Trust Supplement requires
         or permits actions to be taken based upon instructions or directions of
         Certificateholders of such series holding Certificates of such series
         evidencing a specified percentage of the Fractional Undivided Interests
         in the related Trust, the Clearing Agency shall be deemed to represent
         such percentage only to the extent that it has received instructions to
         such effect from Certificate Owners and/or Clearing Agency Participants
         owning or representing, respectively, such required percentage of the
         beneficial interest in Certificates of such series and has delivered
         such instructions to the Trustee. The Trustee


                                       18
<PAGE>

         shall have no obligation to determine whether the Clearing Agency has
         in fact received any such instructions.

         (b) Except with respect to the one Certificate of each series that may
be issued in a denomination of less than $1,000, whenever notice or other
communication to the Certificateholders of such series is required under this
Basic Agreement or the related Trust Supplement, unless and until Definitive
Certificates shall have been issued pursuant to Subsection (d) below, the
Trustee shall give all such notices and communications specified herein to be
given to Certificateholders of such series to the Clearing Agency and/or the
Clearing Agency Participants, and shall make available additional copies as
requested by such Clearing Agency Participants.

         (c) Unless and until Definitive Certificates of a series are issued
pursuant to Subsection (d) below, on the Record Date prior to each applicable
Regular Distribution Date and Special Distribution Date, the Trustee will
request from DTC a Securities Position Listing (as defined in the Letter of
Representations) setting forth the names of all Clearing Agency Participants
reflected on DTC's books as holding interests in the Certificates of such series
on such Record Date. The Trustee shall mail to each such Clearing Agency
Participant, the statements described in Section 4.03 hereof and will make
available additional copies as requested by such Clearing Agency Participant to
be available for forwarding to Certificate Owners.

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



                                       19
<PAGE>

         (e) Except as otherwise provided in the related Trust Supplement, the
Trustee shall enter into the applicable Letter of Representations with respect
to each series of Certificates and fulfill its responsibilities thereunder.

         (f) The provisions of this Section 3.09 may be made inapplicable to any
series or may be amended with respect to any series in the related Trust
Supplement.

                                   ARTICLE IV
                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

         SECTION 4.01. CERTIFICATE ACCOUNT AND SPECIAL PAYMENTS ACCOUNT. (a) The
Trustee shall establish and maintain on behalf of the Certificateholders of each
series a Certificate Account as one or more non-interest-bearing accounts. The
Trustee shall hold the Certificate Account in trust for the benefit of the
Certificateholders of such series, and shall make or permit withdrawals
therefrom only as provided in this Basic Agreement or the related Trust
Supplement. On each day when a Scheduled Payment is made under any Indenture to
the Trustee, as holder of the Equipment Notes issued under such Indenture, the
Trustee upon receipt shall immediately deposit the aggregate amount of such
Scheduled Payment in the applicable Certificate Account.

         (a) The Trustee shall establish and maintain on behalf of the
Certificateholders of each series a Special Payments Account as one or more
accounts, which shall be non-interest-bearing except as provided in Section
4.04. The Trustee shall hold such Special Payments Account in trust for the
benefit of the Certificateholders of such series, and shall make or permit
withdrawals therefrom only as provided in this Basic Agreement or the related
Trust Supplement. On each day when one or more Special Payments (other than a
Special Payment that represents either payment received with respect to an
Equipment Note upon an Event of Default in respect thereof or the proceeds of
any sale pursuant to Article VI hereof by the Trustee of an Equipment Note) is
made under any Indenture to the Trustee, as holder of the Equipment Notes issued
under such Indenture, the Trustee upon receipt shall immediately deposit the
aggregate amounts of such Special Payments in the applicable Special Payments
Account. Upon the sale of any Equipment Note by the Trustee pursuant to Article
VI hereof and the realization of any proceeds thereof, the Trustee shall deposit
the aggregate amount of such proceeds as a Special Payment in the applicable
Special Payments Account.

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

         SECTION 4.02. DISTRIBUTIONS FROM CERTIFICATE ACCOUNT AND SPECIAL
PAYMENTS ACCOUNT. (a) On each Regular Distribution Date with respect to a series
of Certificates or as soon thereafter as the Trustee has confirmed receipt of
the payment of the Scheduled Payments due on the Equipment Notes held in the
related Trust on such date, the Trustee shall distribute out of the applicable
Certificate Account the entire amount deposited therein on account of Scheduled
Payments pursuant to Section 4.01(a). There shall be so distributed to each
Certificateholder of



                                       20
<PAGE>

record on the Record Date with respect to such Regular Distribution Date (other
than as provided in Section 11.01 concerning the final distribution) (i) by
check mailed to such Certificateholder at the address appearing in the Register
or (ii) prior to the time Definitive Certificates are issued, by wire transfer
of same-day funds to the account designated by the Certificateholder to the
Trustee on or prior to the Record Date relating to such Regular Distribution
Date, such Certificateholder's pro rata share (based on the aggregate Fractional
Undivided Interest in the related Trust held by such Certificateholder) of the
aggregate amount in the applicable Certificate Account.

         (b) On each Special Distribution Date with respect to any Special
Payment with respect to a series of Certificates or as soon thereafter as the
Trustee has confirmed receipt of the Special Payments due on the Equipment Notes
held in the related Trust or realized upon the sale of any such Equipment Note,
the Trustee shall distribute out of the applicable Special Payments Account the
entire amount deposited therein on account of Special Payments pursuant to
Section 4.01(b). There shall be so distributed to each Certificateholder of
record of such series on the Record Date with respect to such Special
Distribution Date (other than as provided in Section 11.01 concerning the final
distribution) (i) by check mailed to such Certificateholder at the address
appearing in the Register or (ii) prior to the time Definitive Certificates are
issued, by wire transfer of same-day funds to the account designated by the
Certificateholder to the Trustee on or prior to the Record Date relating to such
Special Distribution Date, such Certificateholder's pro rata share (based on the
aggregate Fractional Undivided Interest in the related Trust held by such
Certificateholder) of the aggregate amount in the applicable Special Payments
Account on account of such Special Payment.

         (c) The Trustee shall at the expense of the Company cause notice of
each Special Payment with respect to a series of Certificates to be mailed to
each Certificateholder of such series at his address as it appears in the
Register. In the event of a prepayment or purchase of Equipment Notes held in
the related Trust, such notice shall be mailed not less than 20 days prior to
the date any such Special Payment is scheduled to be distributed. In the case of
a Special Payment pursuant to either of the last two paragraphs of Section
2.02(b), such notice shall be mailed not less than 10 days prior to the date any
such Special Payment is scheduled to be distributed. In the case of any other
Special Payments, such notice shall be mailed as soon as practicable after the
Trustee has confirmed that it has received funds for such Special Payment.
Notices mailed by the Trustee shall set forth:

             (i) the Special Distribution Date and the Record Date therefor
         (except as otherwise provided in Section 11.01);

             (ii) the amount of the Special Payment for each $1,000 face amount
         Certificate (taking into account any payment to be made by the Company
         pursuant to Section 2.02(b)) and the amount thereof constituting
         principal, premium, if any, and interest;

             (iii) the reason for the Special Payment; and


                                       21


<PAGE>

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

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

         SECTION 4.03. STATEMENTS TO CERTIFICATEHOLDERS. (a) On each Regular
Distribution Date and Special Distribution Date, if any, with respect to a
series of Certificates the Trustee will include with each distribution to
Certificateholders of the related series a statement, giving effect to such
distribution to be made on such Regular Distribution Date or Special
Distribution Date, as the case may be, setting forth the following information
(per a $1,000 face amount Certificate as to (i) and (ii) below):

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

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

             (iii) the Pool Balance and the Pool Factor of the related Trust.

         (b) Within a reasonable period of time after the end of each calendar
year but not later than the latest date permitted by law, the Trustee shall
furnish to each Person who at any time during such calendar year was a
Certificateholder of record a statement containing the sum of the amounts
determined pursuant to clauses (a)(i) and (a)(ii) with respect to the related
Trust for such calendar year or, in the event such Person was a
Certificateholder of record during a portion of such calendar year, for the
applicable portion of such year, and such other items as are readily available
to the Trustee and which a Certificateholder shall reasonably request as
necessary for the purpose of such Certificateholder's preparation of its Federal
Income tax returns.

         SECTION 4.04. INVESTMENT OF SPECIAL PAYMENT MONEYS. Any money received
by the Trustee pursuant to Section 4.01(b) representing a Special Payment which
is not to be promptly distributed shall, to the extent practicable, be invested
in Permitted Government Investments by the Trustee pending distribution of such
Special Payment pursuant to Section 4.02. Any investment made pursuant to this
Section 4.04 shall be in such Permitted Government Investments having maturities
not later than the date that such moneys are required to be used to make the
payment required under Section 4.02 on the applicable Special Distribution Date
and the Trustee shall hold any such Permitted Government Investments until
maturity. The Trustee shall have no liability with respect to any investment
made pursuant to this Section 4.04, other than by reason of the willful
misconduct or negligence of the Trustee. All income and earnings from such
investments shall be distributed on such Special Distribution Date as part of
such Special Payment.



                                       22
<PAGE>

                                   ARTICLE V
                                   THE COMPANY

         SECTION 5.01. MAINTENANCE OF CORPORATE EXISTENCE. The Company, at its
own costs and expense, will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate existence, rights and
franchises, except as otherwise specifically permitted in Section 5.02;
provided, however, that the Company shall not be required to preserve any right
or franchise if the Company shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not prejudicial in any material respect to the Certificateholders.

         SECTION 5.02. CONSOLIDATION, MERGER OR SALE OF ASSETS PERMITTED. (a)
The Company covenants that it will not consolidate with or merge into any other
corporation or sell, convey or otherwise dispose of all or substantially all of
its assets as an entirety to any Person unless the successor or transferee
corporation (if other than the Company) shall be a corporation organized and
existing under the laws of the United States of America or a state thereof or
the District of Columbia, and such corporation shall expressly assume the due
and punctual performance and observance of all of the covenants and conditions
of this Basic Agreement and the related Trust Supplement to be performed by the
Company by supplemental agreement given by such successor corporation to the
Trustee.

         (b) The Company agrees with the Certificateholders of each series that,
immediately prior to and after giving effect to any transaction described in
Section 5.02(a), no Event of Default with respect to Equipment Notes held in the
related Trust arising solely as a result of an event of default under a related
Lease and no Indenture Event of Default with respect to such Equipment Notes
arising solely as a result of an event of default under a related lease, and no
event that, after notice or lapse of time, or both, would become such an Event
of Default or such an Indenture Event of Default, shall have occurred and be
continuing. The Trustee, subject to the provisions of Sections 7.01 and 7.02,
may receive an Officer's Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale or conveyance, and any such
assumption complies with the provisions of this Section 5.02.

         (c) In case of any such merger, consolidation, sale, conveyance or
other disposition and upon any such assumption by the successor corporation,
such successor corporation shall succeed to and be substituted for the Company
hereunder, with the same effect as if it had been named herein as the party of
the first part.

                                   ARTICLE VI
                                     DEFAULT

         SECTION 6.01. EVENTS OF DEFAULT. If in respect of any Trust, any
Indenture Event of Default under any applicable Indenture (an "Event of
Default") shall occur and be continuing, then, and in each and every case, so
long as such Indenture Event of Default shall be continuing, the Trustee may
vote all of the Equipment Notes issued under the applicable Indenture and held
in the Trust, and upon the direction of the Certificateholders evidencing
Fractional Undivided Interests aggregating not less than a majority in interest
in such Trust, the Trustee shall vote a corresponding majority of such Equipment
Notes, in favor of directing the Indenture Trustee



                                       23
<PAGE>

under such Indenture, to declare the unpaid principal amount of the Equipment
Notes then outstanding to which such Event of Default relates and accrued
interest thereon to be due and payable under, and in accordance with the
provisions of, the applicable Indenture. In addition, if an Indenture Event of
Default shall have occurred and be continuing under any Indenture, the Trustee
may in accordance with the applicable Indenture vote the Equipment Notes held in
the Trust to which such Event of Default relates to direct the Indenture Trustee
regarding the exercise of remedies provided in such Indenture.

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

         SECTION 6.02. INCIDENTS OF SALE OF EQUIPMENT NOTES. Upon any sale of
all or any part of the Equipment Notes made either under the power of sale given
under this Basic Agreement or the related Trust Supplement or otherwise for the
enforcement of this Basic Agreement or the related Trust Supplement, the
following shall be applicable:

         (a) Certificateholders and Trustee May Purchase Equipment Notes. Any
Certificateholder, the Trustee in its individual or any other capacity or any
other Person may bid for and purchase any of the Equipment Notes, and upon
compliance with the terms of sale, may hold, retain, possess and dispose of such
Equipment Notes in their or its or his own absolute right without further
accountability.

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

         (c) Application of Moneys Received upon Sale. Any moneys collected by
the Trustee upon any sale made either under the power of sale given by this
Basic Agreement and the related Trust Supplement or otherwise for the
enforcement of this Basic Agreement and the related Trust Supplement, shall be
applied as provided in Section 4.02.



                                       24
<PAGE>

         SECTION 6.03. JUDICIAL PROCEEDINGS INSTITUTED BY TRUSTEE.

         (a) Trustee May Bring Suit. If there shall be a failure to make payment
of the principal of, premium, if any, or interest on any Equipment Note, or if
there shall be any failure to pay Rent (as defined in the applicable Lease)
under any Lease when due and payable, then the Trustee, in its own name, and as
trustee of an express trust, as holder of such Equipment Notes, shall be, to the
extent permitted by and in accordance with the terms of the Note Documents,
entitled and empowered to institute any suits, actions or proceedings at law, in
equity or otherwise, for the collection of the sums so due and unpaid or
proceedings at law, in equity or otherwise, for the collection of the sums so
due and unpaid on such Equipment Notes or under such Lease and may prosecute any
such claim or proceeding to judgment or final decree with respect to the whole
amount of any such sums so due and unpaid.

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

         SECTION 6.04. CONTROL BY CERTIFICATEHOLDERS. Subject to Section 2.04,
the Certificateholders holding Certificates of a series evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
related Trust shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee under this Basic Agreement or the
related Trust Supplement, including any right of the Trustee as holder of the
Equipment Notes, provided that:

             (1) such direction shall not be in conflict with any rule of law or
         with this Basic Agreement or the related Trust Supplement and would not
         involve the Trustee in personal liability or expense,



                                       25
<PAGE>

             (2) the Trustee shall not determine that the action so directed
         would be unjustly prejudicial to the Certificateholders of such series
         not taking part in such direction,

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

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

         SECTION 6.05. WAIVER OF DEFAULTS. The Certificateholders holding
Certificates of a series evidencing Fractional Undivided Interests aggregating
not less than a majority in interest in the Trust may on behalf of all of the
Certificateholders of such series waive any Default or Event of Default and its
consequences hereunder or under the related Trust Supplement with respect to
such series or may instruct the Trustee to waive any default under the related
Indenture, this Basic Agreement or the related Trust Supplement with respect to
such series and its consequences, except a Default:

             (1) in the deposit of any Scheduled Payment or Special Payment
         under Section 4.01 or in the distribution of any payment under Section
         4.02 on the Certificates of such series, or

             (2) in the payment of the principal of, premium, if any, or
         interest on any Equipment Notes, or

             (3) in respect of a covenant or provision hereof which under
         Article IX hereof cannot be modified or amended without the consent of
         the Certificateholder of each Outstanding Certificate of such series
         affected.

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

         SECTION 6.06. UNDERTAKING TO PAY COURT COSTS. All parties to this Basic
Agreement and the related Trust Supplement, and each Certificateholder by his
acceptance of a Certificate, shall be deemed to have agreed that any court may
in its discretion require, in any suit, action or proceeding for the enforcement
of any right or remedy under this Basic Agreement or the related Trust
Supplement, or in any suit, action or proceeding against the Trustee for any
action taken or omitted by it as Trustee hereunder or under the related Trust
Supplement, the filing by any party litigant in such suit, action or proceeding
of an undertaking to pay the costs of such suit, action or proceeding, and that
such court may, in its discretion, assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, action or proceeding,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided, however, that the provisions of this Section
shall not apply to (a) any suit, action or



                                       26
<PAGE>

proceeding instituted by any Certificateholder or group of Certificateholders of
any series evidencing Fractional Undivided Interests aggregating more than 10%
of the relevant Trust, (b) any suit, action or proceeding instituted by any
Certificateholder of any series for the enforcement of the distribution of
payments pursuant to Section 4.02 hereof on or after the respective due dates
expressed herein or (c) any suit, action or proceeding instituted by the
Trustee.

         SECTION 6.07. RIGHT OF CERTIFICATEHOLDERS TO RECEIVE PAYMENTS NOT TO BE
IMPAIRED. Anything in this Basic Agreement or any Trust Supplement to the
contrary notwithstanding, including without limitation Section 6.08 hereof, the
right of any Certificateholder to receive distributions of payments required
pursuant to Section 4.02 hereof on the Certificates when due, or to institute
suit for the enforcement of any such payment on or after the applicable Regular
Distribution Date or Special Distribution Date, shall not be impaired or
affected without the consent of such Certificateholder.

         SECTION 6.08. CERTIFICATEHOLDERS MAY NOT BRING SUIT EXCEPT UNDER
CERTAIN CONDITIONS. A Certificateholder of any series shall not have the right
to institute any suit, action or proceeding at law or in equity or otherwise
with respect to this Basic Agreement or the related Trust Supplement, for the
appointment of a receiver or for the enforcement of any other remedy under this
Basic Agreement or the related Trust Supplement, unless:

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

             (2) the Certificateholders holding Certificates of such series
         evidencing Fractional Undivided Interests aggregating not less than a
         majority in interest of the Trust shall have requested the Trustee in
         writing to institute such action, suit or proceeding and shall have
         offered to the Trustee indemnity as provided in Section 7.03(e);

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

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

         It is understood and intended that no one or more of the
Certificateholders of any series shall have any right in any manner whatever
hereunder or under the related Trust Supplement or under the Certificates of
such series to (i) surrender, impair, waive, affect, disturb or prejudice any
property in the Trust Property of the related Trust or the lien of any
applicable Indenture on any property subject thereto, or the rights of the
Certificateholders of such series or the holders



                                       27
<PAGE>

of the applicable Equipment Notes, (ii) obtain or seek to obtain priority over
or preference to any other Certificateholder of such series or (iii) enforce any
right under this Basic Agreement or the related Trust Supplement, except in the
manner herein or therein provided and for the equal, ratable and common benefit
of all the Certificateholders of such series subject to the provisions of this
Basic Agreement and the related Trust Supplement.

         SECTION 6.09. REMEDIES CUMULATIVE. Every remedy given hereunder to the
Trustee or to any of the Certificateholders of any series shall not be exclusive
of any other remedy or remedies, and every such remedy shall be cumulative and
in addition to every other remedy given hereunder or now or hereafter given by
statute, law, equity or otherwise.

                                   ARTICLE VII
                                   THE TRUSTEE

         SECTION 7.01. CERTAIN DUTIES AND RESPONSIBILITIES. (a) Except during
the continuance of an Event of Default,

             (1) the Trustee undertakes to perform such duties as are
         specifically set forth in this Basic Agreement and related Trust
         Supplement, and no implied covenants or obligations shall be read into
         this Basic Agreement or related Trust Supplement against the Trustee;
         and

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

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

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

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

             (2) the Trustee shall not be liable for any error of judgment made
         in good faith by a Responsible Officer of the Trustee, unless it shall
         be proved that the Trustee was negligent in ascertaining the pertinent
         facts;



                                       28
<PAGE>

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

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

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

         SECTION 7.02. NOTICE OF DEFAULTS. As promptly as practicable after, and
in any event within 90 days after, the occurrence of any Default hereunder, the
Trustee shall transmit by mail to the Company, the related Owner Trustee, the
related Indenture Trustee and to all Certificateholders holding Certificates of
the related series in accordance with Section 313(c) of the Trust Indenture Act,
as their names and addresses appear in the Register, notice of such Default
hereunder known to the Trustee, unless such Default shall have been cured or
waived; provided, however, that, except in the case of a Default in the payment
of the principal of, premium, if any, or interest on any Equipment Note, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors
and/or Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the Certificateholders of the
related series.

         SECTION 7.03. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
Section 315 of the Trust Indenture Act: (a) the Trustee may rely and shall be
protected in acting or refraining from acting in reliance upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or parties;

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

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



                                       29
<PAGE>

         (d) the Trustee may consult with counsel and the advice of such counsel
or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

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

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

         (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties under this Basic Agreement or any Trust Supplement either
directly or by or through agents or attorneys and the Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by it hereunder;

         (h) the Trustee shall not be deemed to have knowledge of an Event of
Default except any Event of Default of which the Trustee shall have received
written notification or obtained actual knowledge; and

         (i) delivery of reports, information and documents to the Trustee under
Section 8.04(a) and (b) is for informational purposes only and the Trustee's
receipt of the foregoing shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, and the Trustee shall be entitled to rely conclusively on the
certificates to be delivered to the Trustee under Section 8.04(d) as to the
Company's compliance with any of their covenants hereunder.

         SECTION 7.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF CERTIFICATES.
The recitals contained herein and in the Certificates of each series, except the
certificates of authentication, shall not be taken as the statements of the
Trustee, and the Trustee assumes no responsibility for their correctness.
Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Basic Agreement, any Trust Supplement, the Note
Documents, the Indentures, the Equipment Notes or the Certificates, except that
the Trustee hereby represents and warrants that this Basic Agreement has been,
and each Trust Supplement and each Certificate of each series will be, executed
and delivered by one of its officers who is duly authorized to execute and
deliver such document on its behalf.

         SECTION 7.05. MAY HOLD CERTIFICATES. The Trustee, any Paying Agent,
Registrar or any other agent, in their respective individual or any other
capacity, may become the owner or pledgee of Certificates and may otherwise deal
with the Company, any Owner Trustee or any Indenture Trustee with the same
rights it would have if it were not Trustee, Paying Agent, Registrar or such
other agent.



                                       30
<PAGE>

         SECTION 7.06. MONEY HELD IN TRUST. Money held by the Trustee or the
Paying Agent in trust under this Basic Agreement or under any Trust Supplement
need not be segregated from other funds except to the extent required herein, in
any Trust Supplement or by law and neither the Trustee nor the Paying Agent
shall have any liability for interest upon any such moneys except as provided
for herein or in any Trust Supplement.

         SECTION 7.07. COMPENSATION AND REIMBURSEMENT. The Company agrees

                  (1) to pay, or cause to be paid, to the Trustee from time to
         time the compensation set forth in the schedule agreed to by the
         Trustee and the Company for all services rendered by it hereunder
         (which compensation shall not be limited by any provision of law in
         regard to the compensation of a trustee of an express trust);

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

                  (3) to indemnify, or cause to be indemnified, the Trustee in
         accordance with the applicable Participation Agreement. The Trustee
         shall notify the Company promptly of any claim for which it may seek
         indemnity. The Company shall defend the claim and the Trustee shall
         cooperate in the defense. The Trustee may have separate counsel with
         the consent of the Company and the Company will pay the reasonable fees
         and expenses of such counsel. The Company need not pay for any
         settlement made without its consent; and

                  (4) to indemnify, or cause to be indemnified, the Trustee,
         solely in its individual capacity, for, and to hold it harmless
         against, any tax (other than for or with respect to any tax referred to
         in the next paragraph, provided that no indemnification shall be
         available with respect to any tax attributable to the Trustee's
         compensation for serving as such) incurred without negligence, willful
         misconduct or bad faith, on its part, arising out of or in connection
         with the acceptance or administration of this Trust, including any
         costs and expenses incurred in contesting the imposition of any such
         tax. The Trustee, in its individual capacity, shall notify the Company
         promptly of any tax for which it may seek indemnity. The Company shall
         defend against the imposition of such tax and the Trustee, in its
         individual capacity, shall cooperate in the defense. The Trustee, in
         its individual capacity, may have separate counsel with the consent of
         the Company and the Company will pay the reasonable fees and expenses
         of such counsel. The Company need not pay for any taxes paid, in
         settlement or otherwise, without its consent.

         In addition, the Trustee shall be entitled to reimbursement from, and
shall have a lien prior to the Certificates upon, all property and funds held or
collected by the Trustee in its capacity as Trustee for any tax incurred without
negligence, bad faith or willful misconduct, on



                                       31
<PAGE>

its part, arising out of or in connection with the acceptance or administration
of the Trust created pursuant to any Trust Supplement (other than any tax
attributable to the Trustee's compensation for serving as such), including any
costs and expenses incurred in contesting the imposition of any such tax. If the
Trustee reimburses itself for any such tax it will within 30 days mail a brief
report setting forth the circumstances thereof to all Certificateholders as
their names and addresses appear in the Register.

         SECTION 7.08. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. Each Trust shall
at all times have a Trustee which shall be eligible to act as a Trustee under
Section 310(a) of the Trust Indenture Act and which shall be a corporation
organized and doing business under the laws of the United States of America or
of any state, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of a least $100,000,000, and subject to
supervision or examination by Federal or state authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section to act as
Trustee of any Trust, the Trustee shall resign immediately in the manner and
with the effect hereinafter specified in Section 7.09.

         SECTION 7.09. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Trustee of any Trust and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 7.10.

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

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

         (d) If at any time in respect of any Trust:

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

                  (2) the Trustee shall cease to be eligible under Section 7.08
         and shall fail to resign after written request therefor by the Company
         or by any such Certificateholder; or

                  (3) the Trustee shall become incapable of acting or shall be
         adjudged a bankrupt or insolvent or a receiver of the Trustee or of its
         property shall be appointed or



                                       32
<PAGE>

         any public officer shall take charge or control of the Trustee or of
         its property or affairs for the purpose of rehabilitation, conservation
         or liquidation;

then, in any case, (i) the Company may remove the Trustee or (ii) subject to
Section 6.06, any Certificateholder of the related series who has been a bona
fide Certificateholder for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee of such Trust.

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

         (f) If the Trustee shall resign, be removed or become incapable of
acting as Trustee of any Trust, or if a vacancy shall occur in the office of the
Trustee of any Trust for any cause, the Company shall promptly appoint a
successor Trustee of such Trust. If, within 90 days after such resignation,
removal or incapability, or the occurrence of such vacancy, a successor Trustee
of such Trust shall be appointed by Act of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less than
a majority in interest in such Trust delivered to the Company, the related Owner
Trustee, the related Indenture Trustee and the retiring Trustee, the successor
Trustee so appointed of such Trust shall, forthwith upon its acceptance of such
appointment, become the successor Trustee of such Trust and supersede the
successor Trustee appointed as provided above. If no successor Trustee of such
Trust shall have been so appointed as provided above and accepted appointment in
the manner hereinafter provided, any Certificateholder who has been a bona fide
Certificateholder of the related series for at least six months may, on behalf
of himself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee for such Trust.

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

         SECTION 7.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) Every
successor Trustee appointment hereunder shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or



                                       33
<PAGE>

removal of the retiring Trustee with respect to the related Trusts shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to related Trusts; but, on request of the
Company or the successor Trustee, such retiring Trustee shall execute and
deliver an instrument transferring to such successor Trustee all the rights,
powers and trusts of the retiring Trustee and such successor Trustee shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee with respect to the related Trusts, subject
nevertheless to its lien, if any, provided for in Section 7.07. Upon request of
any such successor Trustee, the Company, the retiring Trustee and such
provisions as shall execute and deliver any and all instruments containing such
provisions as shall be necessary or desirable to transfer and confirm to, and
for more fully and certainly vesting in, such successor Trustee all such rights,
powers and trusts.

         (b) If a successor Trustee is appointed with respect to one or more
(but not all) Trusts, the Company, the predecessor Trustee and each successor
Trustee with respect to any Trust shall execute and deliver an agreement
supplemental hereto which shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the predecessor Trustee with respect to the Trusts as to which the
predecessor Trustee is not retiring shall continue to be vested in the
predecessor Trustee, and shall add to or change any of the provisions of this
Basic Agreement as shall be necessary to provide for or facilitate the
administration of the Trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental agreement shall
constitute such Trustee co-Trustees of the same Trust and that each such Trustee
shall be Trustee of separate Trusts.

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

         SECTION 7.12. MAINTENANCE OF AGENCIES. (a) With respect to each series
of Certificates, there shall at all times be maintained in the Borough of
Manhattan, The City of New York, an office or agency where Certificates of such
series may be presented or surrendered for registration of transfer or for
exchange, and for payment thereof and where notices and demands to or upon the
Trustee in respect of the Certificates or of this Basic Agreement or any Trust
Supplement may be served. Such office or agency shall be initially at U.S. Bank
National Association, 180 East Fifth Street, St. Paul, Minnesota 55101,
Attention: Corporate Trust Services. Written notice of the location of each such
other office or agency and of any change of location thereof shall be given by
the Trustee to the Company, the Owner Trustees, the Indenture Trustees and the
Certificateholders of such series. In the event that no such office or agency
shall be maintained or no such notice of location or of change of location shall
be given,



                                       34
<PAGE>

presentations and demands may be made and notices may be served at the Corporate
Trust Office of the Trustee.

         (b) There shall at all times be a Registrar and a Paying Agent with
respect to the Certificates of each series. Each such Authorized Agent shall be
a bank or trust company, shall be a corporation organized and doing business
under the laws of the United States or any state, with a combined capital and
surplus of at least $100,000,000, and shall be authorized under such laws to
exercise corporate trust powers, subject to supervision by Federal or state
authorities. The Trustee shall initially be the Paying Agent and, as provided in
Section 3.04, Registrar hereunder with respect to the Certificates of each
series. Each Registrar shall furnish to the Trustee, at stated intervals of nor
more than six months, and at such other times as the Trustee may request in
writing, a copy of the Register.

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

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

         (e) The Company agrees to pay, or cause to be paid, from time to time
to each Authorized Agent the compensation as set forth in the schedule agreed to
by each Authorized Agent and the Company for its services and to reimburse it
for its reasonable expenses.

         SECTION 7.13. MONEY FOR CERTIFICATE PAYMENTS TO BE HELD IN TRUST. All
moneys deposited with any Paying Agent for the purpose of any payment on
Certificates of any series shall be deposited and held in trust for the benefit
of the Certificateholders entitled to such payment, subject to the provisions of
this Section. Moneys so deposited and held in trust shall constitute a separate
trust fund for the benefit of the Certificateholders with respect to which such
money was deposited.



                                       35
<PAGE>

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

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

                  (2) give the Trustee notice of any default by any obligor upon
         the Certificates of any series in the making of any such payment; and

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

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

         SECTION 7.14. REGISTRATION OF EQUIPMENT NOTES IN TRUSTEE'S NAME. The
Trustee agrees that all Equipment Notes, Permitted Government Investments, if
any, and Specified Investments, if any, shall be issued in the mane of the
Trustee for the applicable Trust or its nominee and held by the Trustee, or, if
not so held, the Trustee or its nominee shall be reflected as the owner of such
Equipment Notes, Permitted Government Investments or Specified Investments, as
the case may be, in the register of the issuer of such Equipment Notes,
Permitted Government Investments or Specified Investments under the applicable
provisions of the Uniform Commercial Code in effect where the Trustee holds such
Equipment Notes, Permitted Government Investments, Specified Investments, or
other applicable law then in effect.

         SECTION 7.15. REPRESENTATIONS AND WARRANTIES OF TRUSTEE. The Trustee
hereby represents and warrants that:

                  (i) the Trustee is a national banking association duly
         organized, validly existing, and in good standing under the laws of the
         United States of America;

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

                  (iii) the execution, delivery and performance by the Trustee
         of this Basic Agreement (a) will not violate any provision of any
         United States or [Illinois] law or regulation governing the banking and
         trust powers of the Trustee or any order, writ, judgment, or decree of
         any court, arbitrator, or governmental authority applicable to the
         Trustee or any of its assets, (b) will not violate any provision of the
         articles of



                                       36
<PAGE>

         [association] or by-laws of the Trustee, or (c) will not violate any
         provision of, or constitute, with or without notice or lapse of time, a
         default under, or result in the creation or imposition of any lien on
         any properties included in the Trust Property or any Trust pursuant to
         the provisions of any mortgage, indenture, contract, agreement or other
         undertaking to which it is a party, which violation, default or lien
         could reasonably be expected to have an adverse effect on the Trustee's
         performance or ability to perform its duties hereunder or thereunder or
         on the transactions contemplated herein or therein;

                  (iv) the execution, delivery and performance by the Trustee of
         this Basic Agreement will not require the authorization, consent, or
         approval of, the giving of notice to, the filing or registration with,
         or the taking of any other action in respect of, any United States or
         other governmental authority or agency regulating the banking and
         corporate trust activities of the Trustee; and

                  (v) this Basic Agreement has been duly executed and delivered
         by the Trustee and constitutes the legal, valid, and binding agreement
         of the Trustee, enforceable in accordance with its terms, provided that
         enforceability may be limited by applicable bankruptcy, insolvency,
         reorganization, moratorium or similar laws affecting the rights of
         creditors generally and general principles of equity.

         SECTION 7.16. WITHHOLDING TAXES; INFORMATION REPORTING. The Trustee, as
trustee of each grantor trust created by this Basic Agreement and the related
Trust Supplement, shall exclude and withhold from each distribution of
principal, premium, if any, and interest and other amounts due hereunder or
under any Trust Supplement or under the Certificates of any series any and all
withholding taxes applicable thereto as required by law. The Trustee agrees to
act as such withholding agent and, in connection therewith, whenever any present
or future taxes or similar charges are required to be withheld with respect to
any amounts payable in respect of the Certificates of any series, to withhold
such amounts and timely pay the same to the appropriate authority in the name of
and on behalf of the holders of the Certificates of any series, that it will
file any necessary withholding tax returns or statements when due, and that, as
promptly as possible after the payment thereof, it will deliver to each holder
of a Certificate of any series appropriate documentation showing the payment
thereof, together with such additional documentary evidence as such holders may
reasonably request from time to time. The Trustee agrees to file any other
information reports as it may be required to file under United States law.

         SECTION 7.17. TRUSTEE'S LIENS. The Trustee, in its individual capacity,
agrees that it will at its own cost and expense promptly take any action as may
be necessary to duly discharge and satisfy in full any mortgage, pledge, lien,
charge, encumbrance, security interest or claim ("Trustee's Liens") on or with
respect to the Trust Property of any Trust which is either (i) attributable to
the Trustee in its individual capacity and which is unrelated to the
transactions contemplated by this Basic Agreement, any Trust Supplement, the
related Participation Agreement or the related Note Documents, or (ii)
attributable to the Trustee as trustee hereunder or in its individual capacity
and which arise out of acts or omissions which are prohibited by this Basis
Agreement or any Trust Supplement.



                                       37
<PAGE>

                                  ARTICLE VIII
                CERTIFICATEHOLDER'S LISTS AND REPORTS BY TRUSTEE

         SECTION 8.01. THE COMPANY TO FURNISH TRUSTEE WITH NAMES AND ADDRESSES
OF CERTIFICATEHOLDERS. With respect to the Certificates of any series, the
Company will furnish to the Trustee within 15 days after each Record Date with
respect to a Scheduled Payment, and at such other times as the Trustee may
request in writing, within 30 days after receipt by the Company of any such
request, a list, in such form as the Trustee may reasonably require, of all
information, if any, in the possession or control of the Company as to the names
and addresses of the Holders of Certificates of such series, in each case as of
a date not more than 15 days prior to the time such list is furnished; provided,
however, that so long as the Trustee is the sole Registrar, no such list need be
furnished; and provided further, however, that no such list need be furnished
for so long as a copy of the Register is being furnished to the Trustee pursuant
to Section 7.12(b).

         SECTION 8.02. PRESERVATION OF INFORMATION; COMMUNICATION TO
CERTIFICATEHOLDERS. The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Certificateholders of each
series contained in the most recent list furnished to the Trustee as provided in
Section 7.12(b) or Section 8.01, as the case may be, and the names and addresses
of Certificateholders of each series, received by the Trustee in its capacity as
Registrar, if so acting. The Trustee may destroy any list furnished to it as
provided in Section 7.12(b) or Section 8.01, as the case may be, upon receipt of
a new list so furnished.

         SECTION 8.03. REPORTS BY TRUSTEE. Within 60 days after May 15 of each
year commencing with the year 2003, the Trustee shall transmit to the
Certificateholders of each series, as provided in Section 313(c) of the Trust
Indenture Act, a brief report dated as of such May 15, if required by Section
313(a) of the Trust Indenture Act.

         SECTION 8.04. REPORTS BY COMPANY. The Company shall: (a) file with the
Trustee, within 30 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company is required to file with the Commission pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934, as amended; or, if the
Company is not required to file information, documents or reports pursuant to
either of such sections, then to file with the Trustee and the Commission, in
accordance with rules and regulations prescribed by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national securities
exchange as may be prescribed in such rules and regulations;

         (b) file with the Trustee and the Commission, in accordance with the
rules and regulations prescribed by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants provided for in this Basic Agreement or any Trust
Supplement, as may be required by such rules and regulations, including, in the
case of annual reports, if required by such rules and regulations, certificates
or opinions of independent public accountants, conforming to the requirements of
Section 1.02;



                                       38
<PAGE>

         (c) transmit to all Certificateholders, in the manner and to the extent
provided in Section 313(c) of the Trust Indenture Act such summaries of any
information, documents and reports required to be filed by the Company pursuant
to subsections (a) and (b) of this Section 8.04 as may be required by rules and
regulations prescribed by the Commission; and

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

                                   ARTICLE IX
                          SUPPLEMENTAL TRUST AGREEMENTS

         SECTION 9.01. SUPPLEMENTAL TRUST AGREEMENTS WITHOUT CONSENT OF
CERTIFICATEHOLDERS. Without the consent of the Certificateholders of any series,
the Company may, and the Trustee (subject to Section 9.03) shall, at any time
and from time to time enter into one or more agreements supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:

                  (1) to evidence the succession of another corporation to the
         Company and the assumption by any such successor of the obligations of
         the Company herein contained and under the applicable Trust Supplement;
         or

                  (2) to add to the covenants of the Company for the benefit of
         the Certificateholders of any series; or

                  (3) to cure any ambiguity, to correct any manifest error or to
         correct or supplement any provision herein, in any Trust Supplement or
         any supplemental trust agreement which may be defective or inconsistent
         with any other provision herein, in any Trust Supplement or any
         supplemental trust agreement or to make any other provisions with
         respect to matters or questions arising under this Basic Agreement or
         any Trust Supplement, provided that any such action shall not adversely
         affect the interest of the Certificateholders of any series; or

                  (4) to evidence and provide for the acceptance of appointment
         hereunder and under the applicable Trust Supplements by a successor
         Trustee with respect to one or more Trusts; or

                  (5) to make any other amendments or modifications hereto,
         provided such amendments or modifications shall only apply to
         Certificates of one or more series to be thereafter issued.

         SECTION 9.02. SUPPLEMENTAL TRUST AGREEMENTS WITH CONSENT OF
CERTIFICATEHOLDERS. With respect to each separate Trust and the series of
Certificates relating thereto, with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in such Trust, by Act of said
Certificateholders



                                       39
<PAGE>

delivered to the Company and the Trustee, the Company may and the Trustee
(subject to Section 9.03) shall, enter into an agreement or agreements
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Basic Agreement or the
related Trust Supplement to the extent applicable to such Certificateholders or
of modifying in any manner the rights and obligations of the Certificateholders
of such series under this Basic Agreement or the related Trust Supplement;
provided, however, that no such supplemental agreement shall, without the
consent of the Holder of each Outstanding Certificate affected thereby:

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

                  (2) permit the disposition of any Equipment Note in the Trust
         Property of such Trust except as permitted by this Basic Agreement or
         related Trust Supplement; or

                  (3) reduce the percentage of the aggregate Fractional
         Undivided Interests of such Trust which is required for any such
         supplemental agreement, or reduce such percentage required for any
         waiver (of compliance with certain provisions of this Basic Agreement
         or related Trust Supplement or certain defaults hereunder and their
         consequences) provided for in this Basic Agreement or such Trust
         Supplement.

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

         SECTION 9.03. DOCUMENTS AFFECTING IMMUNITY OR INDEMNITY. If in the
opinion of the Trustee any document required to be executed by it pursuant to
the terms of Section 9.01 or 9.02 affects any interest, right, duty, immunity or
indemnity in favor of the Trustee under this Basic Agreement or any Trust
Supplement, the Trustee may in its discretion decline to execute such document.

         SECTION 9.04. EXECUTION OF SUPPLEMENTAL TRUST AGREEMENTS. In executing,
or accepting the additional trusts created by, any supplemental agreement
permitted by this Article or the modifications thereby of the trusts created by
this Basic Agreement and the related Trust Supplement, the Trustee shall be
entitled to receive, and (subject to Section 7.01) shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental agreement is authorized or permitted by this Basic Agreement and
the related Trust Supplement.

         SECTION 9.05. EFFECT OF SUPPLEMENTAL TRUST AGREEMENTS. Upon the
execution of any supplemental agreement under this Article, this Basic Agreement
shall be modified in accordance therewith, and such supplemental agreement shall
form a part of this Basic Agreement for all purposes; and every
Certificateholder of each series theretofore or thereafter



                                       40
<PAGE>

authenticated and delivered hereunder shall be bound thereby to the extent
applicable to such series.

         SECTION 9.06. CONFORMITY TO TRUST INDENTURE ACT. Every supplemental
agreement executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

         SECTION 9.07. REFERENCE IN CERTIFICATES TO SUPPLEMENTAL TRUST
AGREEMENTS. Certificates of each series authenticated and delivered after the
execution of any supplemental agreement applicable to such series pursuant to
this Article may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental agreement; and, in such case, suitable
notation may be made upon Outstanding Certificates of such series after proper
presentation and demand.

                                   ARTICLE X
                   AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS

         SECTION 10.01. AMENDMENTS AND SUPPLEMENTS TO INDENTURE AND OTHER NOTE
DOCUMENTS. In the event that the Trustee, as holder of any Equipment Note in
trust for the benefit of the Certificateholders of any series, receives a
request for a consent to any amendment, modification, waiver or supplement under
any related Indenture or other related Note Document, which requires the consent
of the Certificateholders of such series, the Trustee shall forthwith send a
notice of such proposed amendment, modification, waiver or supplement, to each
Certificateholder of such series registered on the Register as of such date. The
Trustee shall request from the Certificateholders of such series Directions as
to (i) whether or not to direct the applicable Indenture Trustee to take or
refrain from taking any action which a holder of such Equipment Note has the
option to direct, (ii) whether or not to give or execute any waivers, consents,
amendments, modifications or supplements as a holder of such Equipment Note and
(iii) how to vote any Equipment Note if a vote has been called for with respect
thereto. Provided such a request for Certificateholder Direction shall have been
made, in directing any action or casting any vote or giving any consent as the
holder of any Equipment Note, the Trustee shall vote or consent with respect to
such Equipment Note in the same proportion as the Certificates of such series
were actually voted by Acts of Holders delivered to the Trustee prior to two
Business Days before the Trustee directs such action or casts such vote or gives
such consent. Notwithstanding the foregoing, but subject to Section 6.04, in the
case that an Event of Default hereunder with respect to such series shall have
occurred and be continuing, the Trustee may, in its own discretion and at its
own direction, consent and notify the applicable Indenture Trustee of such
consent to any amendment, modification, waiver or supplement under the
applicable Indenture or other related Note Document.

                                   ARTICLE XI
                              TERMINATION OF TRUST

         SECTION 11.01. TERMINATION OF THE TRUST. With respect to each Trust
created hereby and by its related Trust Supplement, the respective obligations
and responsibilities of the Company and the Trustee created hereby and thereby
and such Trust created hereby and thereby shall terminate upon the distribution
to all Certificateholders of the related series of all amounts



                                       41
<PAGE>

required to be distributed to them pursuant to this Basic Agreement and the
related Trust Supplement and the disposition of all property held as part of the
Trust Property of such Trust; provided, however, that in no event shall such
Trust continue beyond the final expiration date determined as provided in such
Trust Supplement.

         Notice of any termination of a Trust, specifying the applicable Regular
Distribution Date (or Special Distribution Date, as the case may be) upon which
the Certificateholders of any series may surrender their Certificates to the
Trustee for payment of the final distribution and cancellation, shall be mailed
promptly by the Trustee to Certificateholders of such series not earlier than
the 60th day and not later than the 20th day next preceding such final
distribution specifying (A) the Regular Distribution Date (or Special
Distribution Date, as the case may be) upon which final payment of the
Certificates of such series will be made upon presentation and surrender of
Certificates of such series at the office or agency of the Trustee therein
specified, (B) the amount of any such final payment, and (C) that the Record
Date otherwise applicable to such Regular Distribution Date (or Special
Distribution Date, as the case may be) is not applicable, payments being made
only upon presentation and surrender of the Certificates of such series at the
office or agency of the Trustee therein specified. The Trustee shall give such
notice to the Registrar at the time such notice is given to Certificateholders
of such series. Upon presentation and surrender of the Certificates of such
series, the Trustee shall cause to be distributed to Certificateholders of such
series amounts distributable on such Regular Distribution Date or Special
Distribution Date, as the case may be, pursuant to Section 4.02.

         In the event that all of the Certificateholders of such series shall
not surrender their Certificates for cancellation within six months after the
date specified in the above-mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders of such series to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. In the event that any money held by the Trustee for the
payment of distributions on the Certificates of such series shall remain
unclaimed for two years (or such lesser time as the Trustee shall be satisfied,
after sixty days' notice from the Company, is one month prior to the escheat
period provided under applicable law) after the final distribution date with
respect thereto, the Trustee shall pay to the applicable Indenture Trustee the
appropriate amount of money relating to such Indenture Trustee and shall give
written notice thereof to the applicable Owner Trustee and the Company.

                                  ARTICLE XII
                            MISCELLANEOUS PROVISIONS

         SECTION 12.01. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The death or
incapacity of any Certificateholder of any series shall not operate to terminate
this Basic Agreement, the related Trust Supplement or the related Trust, nor
entitle such Certificateholder's legal representatives or heirs to claim an
accounting or to take any action or commence any proceeding in any court for a
partition or winding up of the related Trust, nor otherwise affect the rights,
obligations, and liabilities of the parties hereto or any of them.

         SECTION 12.02. CERTIFICATES NONASSESSABLE AND FULLY PAID.
Certificateholders of each series shall not be personally liable for obligations
of the related Trust, the Fractional Undivided Interests represented by the
Certificates of any series shall be nonassessable for any losses or



                                       42
<PAGE>

expenses of the related Trust or for any reason whatsoever, and Certificates of
such series upon authentication thereof by the Trustee pursuant to Section 3.02
are and shall be deemed fully paid. No Certificateholder of such series shall
have any right (except as expressly provided herein) to vote or in any manner
otherwise control the operation and management of the related Trust Property,
the related Trust, or the obligations of the parties hereto, nor shall anything
set forth herein, or contained in the terms of the Certificates of such series,
be construed so as to constitute the Certificateholders of such series from time
to time as partners or members of an association.

         SECTION 12.03. NOTICES. With respect to Certificates of each series,
all demands, notices, and communications under the Basic Agreement or such Trust
Supplement with respect to such Trust shall be in writing, personally delivered
or mailed by certified mail-return receipt requested, and shall be deemed to
have been duly given upon receipt, in the case of the Company, at the following
address: GATX Financial Corporation, 500 West Monroe Street, Chicago, Illinois
60661-3676, Attention: [SECRETARY], and, in the case of the Trustee, at the
following address: U.S. Bank National Association, 180 East Fifth Street, St.
Paul, Minnesota 55101, Attention: Corporate Trust Services or, in each case, at
such other address as shall be designated by such party in a written notice to
the other parties. Any notice required or permitted to be given to a
Certificateholder of any series hereunder shall be mailed by first class mail,
postage prepaid, at the address of such Holder as shown in the Register. Any
notice so mailed within the time prescribed in this Basic Agreement or the
related Trust Supplement shall be conclusively presumed to have been duly given,
whether or not the Certificateholder of such series received such notice. The
Trustee shall promptly furnish the Company with a copy of each demand, notice or
written communication received by the Trustee hereunder from any
Certificateholder of any series, any Owner Trustee or any Indenture Trustee.

         SECTION 12.04. GOVERNING LAW. THIS BASIC AGREEMENT AND THE CERTIFICATES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.

         SECTION 12.05. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions, or terms of this Basic Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions,
or terms shall be deemed severable from the remaining covenants, agreements,
provisions, or terms of this Basic Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Basic Agreement or
any Trust, or of the rights of the Certificateholders thereof.

         SECTION 12.06. TRUST INDENTURE ACT CONTROLS. This Basic Agreement and
any Trust Supplement are subject to the provisions of the Trust Indenture Act
and shall, to the extent applicable, be governed by such provisions.

         SECTION 12.07. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.



                                       43
<PAGE>

         SECTION 12.08. SUCCESSORS AND ASSIGNS. All covenants, agreements,
representations and warranties in this Basic Agreement by the Trustee and the
Company shall bind and, to the extent permitted hereby, shall inure to the
benefit of and be enforceable by their respective successors and assigns,
whether so expressed or not.

         SECTION 12.09. BENEFITS OF AGREEMENT. Nothing in this Basic Agreement
or in the Certificates of any series express or implied, shall give to any
person, other than the parties hereto and their successors hereunder, and the
Certificateholders, any benefit or any legal or equitable right, remedy or claim
under this Basic Agreement.

         SECTION 12.10. LEGAL HOLIDAYS. In any case where any Regular
Distribution Date or Special Distribution Date relating to any Certificate of
any series shall not be a Business Day, then (notwithstanding any other
provision of this Basic Agreement) payment need not be made on such date, but
may be made on the next succeeding Business Day with the same force and effect
as if made on such Regular Distribution Date or Special Distribution Date, and
no interest shall accrue during the intervening period.

         SECTION 12.11. COUNTERPARTS. For the purpose of facilitating the
execution of this Basic Agreement and for other purposes, this Basic Agreement
may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.



                                       44
<PAGE>


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


                                         GATX FINANCIAL CORPORATION



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



ATTEST:




Assistant Corporate Secretary


                                         U.S. BANK NATIONAL ASSOCIATION,
                                          as Trustee


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



ATTEST:




Vice President




                                       45
<PAGE>

                                                                     EXHIBIT A


                             FORM OF CERTIFICATE(1)


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

                           GATX Financial Corporation
                            _____ PASS THROUGH TRUST
                               _____% Pass Through
                            Certificate, Series _____
                                   CUSIP _____
                    Final Regular Distribution Date: ________


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



Certificate
No. _______                          $__________ Fractional Undivided Interest
                                      representing .__________ of the Trust per
                                                             $1,000 face amount


         THIS CERTIFIES THAT _____________________________, for value received,
is the registered owner of a $__________ (__________ dollars) Fractional
Undivided Interest in GATX Financial Corporation _____ Pass Trough Trust (the
"Trust") created by [ ] as trustee (the "Trustee"), pursuant to a Pass Through
Trust Agreement dated as of August __, 200_ GATX Financial and a related Trust
Supplement dated as of _______________, 200_ (collectively, the "Agreement")
between the Trustee and GATX Financial Corporation, a corporation incorporated
under New York law (the "Company"), a summary of certain of the
____________________________

(1)      This legend to appear on Book-Entry Certificates to be deposited with
         The DTC. One Certificate may be issued in a denomination less than
         $1,000 which shall not have this legend.

<PAGE>

pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "_____% Pass Through Certificates, Series _____"
(herein called the "Certificates"). This Certificate is issued under and is
subject to the terms, provisions, and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The property of the Trust includes
certain Equipment Notes (the "Trust Property"). The Equipment Notes are secured
by a security interest in railroad rolling stock leased to the Company.

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

         Subject to and in accordance with the terms of the Agreement, from
funds then available to the Trustee, there will be distributed on each
_______________ and _______________ (a "Regular Distribution Date"), commencing
on _______________, to the person in whose name this Certificate is registered
at the close of business on the date of the month which is 15 days preceding the
Regular Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular Distribution Date, the receipt of which has
been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement, in the event that Special Payments on the Equipment Notes are
received by the Trustee, from funds then available to the Trustee, there shall
be distributed on the applicable Special Distribution Date, to the Person in
whose name this Certificate is registered at the close of business on the day of
the month which is 15 days preceding the Special Distribution Date, an amount in
respect of such Special Payments on the Equipment Notes, the receipt of which
has been confirmed by the Trustee, equal to the product of the percentage
interest in the Trust evidenced by this Certificate and an amount equal to the
sum of such Special Payments so received. If a Regular Distribution Date or
Special Distribution Date is not a Business Day, distribution shall be made on
the immediately following Business Day. The Special Distribution Date shall be
the ____th day of the month determined as provided in the Agreement. The Trustee
shall mail notice of each Special Payment and the Special Distribution Date
therefor to the Holders of the Certificates.

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

         Unless this certificate is presented by an authorized representative of
DTC, a New York corporation ("DTC"), to the Company or its agent for
registration of transfer, exchange, or


                                       2

<PAGE>

payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered
owner hereof, Cede & Co., has an interest herein.

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

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

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

                                       3

<PAGE>


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

                                            GATX Financial Corporation
                                             Pass Through Trust

                                            By [           ] as Trustee


                                            By
                                              ---------------------------------
                                               Title



                                       4

<PAGE>


                                                                     EXHIBIT A


                       [FORM OF THE TRUSTEE'S CERTIFICATE
                               OF AUTHENTICATION]


Dated:

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


                                              [                 ] as Trustee



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


                            [REVERSE OF CERTIFICATE]


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

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


<PAGE>

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

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

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

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

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


                                       2


<PAGE>



                            [FORM OF TRANSFER NOTICE]


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

         Insert Taxpayer Identification No.

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

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

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

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

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

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

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


Date:
     -------------------------------

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

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




                                      -1-