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                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY






                            A/P I DEPOSIT CORPORATION





                                       AND





                              THE PARTIES LISTED ON

                           THE SIGNATURE PAGES HERETO








                          REGISTRATION RIGHTS AGREEMENT


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            This REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made and
entered into on and as of June 20, 2001 by and between A/P I Deposit
Corporation, a Delaware corporation (the "COMPANY"), and Wells Fargo Bank
Northwest, N.A. (the "TRUSTEE") not individually, but solely as trustee under
the Trust Agreement (as hereinafter defined) (each aforementioned person,
individually a "PARTY" and collectively, the "PARTIES.")

            WHEREAS, simultaneously with the execution of this Agreement, the
Company has entered into a Certificate Purchase Agreement of even date herewith,
as it may be amended from time to time (the "CERTIFICATE PURCHASE AGREEMENT"),
among the Company and the Holders (as hereinafter defined) signatories thereto
pursuant to which the Company is selling certificates of the Trust (as
hereinafter defined); and

            WHEREAS, it is a condition precedent to the obligation of the
Holders pursuant to the Certificate Purchase Agreement to purchase the
certificates of interest in the Trust (as hereinafter defined) that the Holders
be granted the registration rights provided for herein.

            WHEREAS, as an inducement to enter into the Certificate Purchase
Agreement with the Company and purchase the Certificates by the Holders, Amtrak
and the Borrower are entering into a letter agreement of even date herewith (the
"REGISTRATION RIGHTS SIDE LETTER") whereby they are agreeing to assist the
Company, subject to certain exceptions and/or limitations set forth in the
Registration Rights Side Letter, with its obligations hereunder.

            NOW THEREFORE, the Parties hereto agree as follows:

1.    DEFINITIONS

      In addition to the terms defined elsewhere herein, when used herein the
following terms shall have the meanings indicated:

"AMTRAK" shall mean the National Railroad Passenger Corporation, a District of
Columbia corporation.

"BORROWER" shall mean Penn Station Leasing, LLC, a Delaware limited liability
company.

"CERTIFICATES" shall mean (i) the certificates of beneficial interest of the
Trust issued pursuant to the Trust Agreement owned of record by the Holders and
(ii) any such certificates from time to time acquired by the Holders after the
date hereof.

"COMMISSION" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

"HOLDERS" shall mean the Persons who purchase Certificates pursuant to the
Certificate Purchase Agreement, and their respective transferees.

"PERSON" shall mean a natural person, corporation, general partnership, limited
partnership, limited liability company, joint stock company, joint venture,
association, company, trust, bank, trust company, land trust, business trust or
other organization, whether or not a legal entity, or a government or agency or
political subdivision thereof.

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"REGISTRABLE CERTIFICATES" shall mean at any time any Certificates, PROVIDED,
HOWEVER, that Registrable Certificates shall not include any Certificates (x)
the sale of which has been registered pursuant to the Securities Act and which
shares have been sold pursuant to such registration or (y) which have been sold
pursuant to Rule 144 (or any other similar provision then in force) promulgated
under the Securities Act ("RULE 144").

"SECURITIES ACT" shall mean the United States Securities Act of 1933, as
amended.

"SECURITIES EXCHANGE ACT" shall mean the United States Securities Exchange Act
of 1934, as amended.

"TRUST" shall mean the Amtrak/Pennsylvania Station Lease Finance Trust-2001
formed pursuant to the Trust Agreement.

"TRUST AGREEMENT" means the Trust Agreement, dated as of June 20, 2001, between
the Company and Wells Fargo Bank Northwest, N.A., as Trustee.

"TRUSTEE" means Wells Fargo Bank Northwest, N.A., as trustee under the Trust
Agreement.

      Terms used herein but not defined shall have the meanings assigned to them
in the Trust Agreement.

2.    DEMAND REGISTRATION

(a)   REQUEST FOR REGISTRATION. At any time within thirty (30) days from the
      date hereof, the Trustee on behalf of Holders of Registrable Certificates
      representing at least 51% of the Fractional Undivided Interest may make a
      one-time written request to the Company (a "DEMAND REQUEST"), with a copy
      to Amtrak, for the registration under the Securities Act of all or part of
      the Holders' Registrable Certificates (a "DEMAND REGISTRATION") so as to
      permit a public offering and sale of such Registrable Certificates for up
      to 90 days. The Company shall file the Demand Registration within one
      hundred and eighty (180) days after receiving a Demand Request (the
      "REQUIRED FILING DATE") and shall use its commercially reasonable efforts
      to cause the same to be declared effective by the Commission as soon as
      reasonably practicable after such filing and in no event later than two
      hundred seventy (270) days after the Required Filing Date. In the event
      that the Demand Registration is not effective within two hundred seventy
      (270) days of the Required Filing Date, following the expiration of such
      two hundred seventy (270) day period, the Company may withdraw the
      Registration Statement, provided, however, that the provisions of Section
      4(d) relating to increased costs to Amtrak and the Borrower shall remain
      in effect. Notwithstanding anything herein to the contrary, the Holders of
      Registrable Certificates shall be entitled to make only one Demand Request
      hereunder for a resale shelf and such Demand Request shall not contemplate
      a traditional underwritten offering.

(b)   PRIORITY ON DEMAND REGISTRATIONS. No securities to be sold for the account
      of any Person (including the Company and including any other holder of
      securities of the Company) other than Holders making or joining the
      request pursuant to Section 2(a) above shall be included in a Demand
      Registration.


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3.    [RESERVED]

4.    MISCELLANEOUS REGISTRATION RIGHTS PROVISIONS

(a)   REGISTRATION PROCEDURES. Whenever the Trustee on behalf of the Holders of
      Registrable Certificates representing at least 51% of the Fractional
      Undivided Interest has requested that any Registrable Certificates be
      registered pursuant to this Agreement in accordance with Section 2(a), the
      Company will use its commercially reasonable efforts to effect the
      registration and the sale of such Registrable Certificates in accordance
      with the intended method of disposition thereof, and pursuant thereto the
      Company will as soon as is reasonably practicable:

      (i)   prepare and file with the Commission a registration statement on any
            appropriate form under the Securities Act, with respect to such
            Registrable Certificates and use its commercially reasonable efforts
            to cause such registration statement to become effective at the
            earliest practicable time (provided that before filing a
            registration statement or prospectus or any amendments or
            supplements thereto, the Company will furnish to the counsel
            selected by the Holders of a majority of the Fractional Undivided
            Interest of Registrable Certificates covered by such registration
            statement copies of all such documents proposed to be filed);

      (ii)  prepare and file with the Commission and notify each seller of such
            Registrable Certificates immediately after the filing of such
            amendments, post-effective amendments, and supplements to such
            registration statement and the prospectus used in connection
            therewith as may be necessary to keep such registration statement
            effective for a period of not less than 90 days, and comply with the
            provisions of the Securities Act with respect to the disposition of
            all securities covered by such registration statement during such
            period in accordance with the intended methods of disposition by the
            sellers thereof set forth in such registration statement;

      (iii) furnish to each seller of Registrable Certificates such number of
            copies of such registration statement, each amendment and supplement
            thereto (in each case including all exhibits), the prospectus
            included in such registration statement (including each preliminary
            and summary prospectus) and any other prospectus filed under Rule
            424 or Rule 430 A under the Securities Act reasonably requested by
            such seller, and such other documents as such seller may reasonably
            request in order to facilitate the disposition of the Registrable
            Certificates owned by such seller;

      (iv)  use its commercially reasonable efforts to register or qualify such
            Registrable Certificates under such other securities or blue sky
            laws of such jurisdictions as each seller reasonably requests, to
            keep such registration or qualification in effect for so long as
            such registration statement remains in effect, and do any and all
            other acts and things which may be reasonably necessary or advisable
            to enable such seller to consummate the disposition of the
            Registrable Certificates owned by such seller in such jurisdictions
            (PROVIDED, HOWEVER, that the Company will not


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            be required to (A) qualify generally to do business in any
            jurisdiction where it would not otherwise be required to qualify but
            for this subparagraph, (B) consent to general service of process in
            any such jurisdiction or (C) subject itself to any taxation (other
            than stamp taxes) in any such jurisdiction);

      (v)   notify each seller of Registrable Certificates promptly after it
            shall receive notice thereof, of the time when such registration
            statement has become effective;

      (vi)  notify each seller of Registrable Certificates promptly of any
            request by the Commission for the amending or supplementing of such
            registration statement or prospectus or for additional information;

      (vii) provide a transfer agent and registrar for all Registrable
            Certificates sold under the registration not later than the
            effective date of the registration statement;

     (viii) furnish to each Holder participating in the registration a signed
            counterpart, addressed to such Holder (a) of an opinion of counsel
            as to such matters that are customarily covered in an opinion of
            counsel delivered to an underwriter, including that the registration
            is valid and effective and such other matters as such Holder may
            reasonably request and (b) of a "cold comfort" letter signed by the
            independent public accountants who have issued a report on the
            Company's financial statements included in the registration
            statement, covering substantially the same matters with respect to
            such registration statement (and the prospectus included therein)
            and, in the case of such accountant's letter, with respect to events
            subsequent to the date of such financial statements, as are
            customarily delivered to underwriters in underwritten public
            offerings of securities and such other financial matters as such
            Holder may reasonably request;

      (ix)  advise each seller of such Registrable Certificates, promptly after
            it shall receive notice or obtain knowledge thereof, of the issuance
            of any stop order by the Commission suspending the effectiveness of
            such registration statement or of any order suspending or preventing
            the use of any related prospectus in any jurisdiction or the
            initiation or threatening of any proceeding for such purpose and
            promptly use its commercially reasonable efforts to prevent the
            issuance of any stop order or to obtain its withdrawal if such stop
            order should be issued;

      (x)   notify each seller of Registrable Certificates covered by such
            registration statement at any time when a prospectus relating
            thereto is required to be delivered under the Securities Act, upon
            discovery that, or upon the happening of any event as a result of
            which, the prospectus included in such registration statement, as
            then in effect, includes an untrue statement of a material fact or
            omits to state any material fact required to be stated therein or
            necessary to make the statements therein not misleading in the light
            of the circumstances under which they were made, and at the request
            of any such seller promptly prepare, file with the Commission and to
            furnish such seller a reasonable number of copies of a supplement to
            or an amendment of such prospectus as may be necessary so that, as
            thereafter delivered to the purchasers of such securities, such
            prospectus shall


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            not include an untrue statement of a material fact required to be
            stated therein or necessary to make the statements therein not
            misleading in the light of the circumstances under which they were
            made;

      (xi)  otherwise use its reasonable efforts to comply with all applicable
            rules and regulations of the Commission, and make available to its
            security holders, as soon as reasonably practicable, an earnings
            statement covering the period of at least twelve months, but not
            more than eighteen months, beginning with the first full calendar
            month after the effective date of such registration statement, which
            earnings statement shall satisfy the provisions of Section 11(a) of
            the Securities Act, and Rule 158 promulgated thereunder and will
            furnish to each such seller at least two business days prior to the
            filing thereof a copy of any amendment or supplement to such
            registration statement or prospectus and shall not file any thereof
            to which any such seller shall have reasonably objected on the
            grounds that such amendment or supplement does not comply in all
            material respects with the requirements of the Securities Act or of
            the rules or regulations thereunder;

      (xii) enter into such customary agreements (excluding underwriting
            agreements) and take such other customary actions as the holders of
            Registrable Certificates shall reasonably request in order to
            expedite or facilitate the disposition of such Registrable
            Certificates;

     (xiii) make available for inspection by any seller of Registrable
            Certificates and any attorney, accountant or other agent retained by
            any such seller, all financial and other records, pertinent
            corporate documents and properties of such Person and cause its
            respective officers, directors, employees and independent
            accountants to supply all information reasonably requested by any
            such sellers, attorney, accountant or agent in connection with such
            registration statement;

      (xiv) deliver promptly to each Holder participating in an offering who so
            requests in writing the file correspondence and memoranda described
            below, copies of all correspondence between the Commission and such
            Person, its counsel or auditors with respect to the registration
            statement and permit each Holder to do such investigation, upon
            reasonable advance notice, with respect to information contained in
            or omitted from the registration statement as it deems reasonably
            necessary to comply with applicable securities laws or the rules and
            regulations of the National Association of Securities Dealers, Inc.
            ("NASD"). Such investigation shall include reasonable access to
            books, records and properties and opportunities to discuss the
            business of such Person with its officers and independent auditors,
            all to such reasonable extent and at such reasonable times and as
            often as any such Holder shall reasonably request;

      (xv)  permit any Holder of Registrable Certificates which Holder, in its
            reasonable judgment, might be deemed to be an underwriter or a
            controlling person of such Person, to participate in the preparation
            of such registration or comparable statement and to require the
            insertion therein of material, furnished to such Person


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            in writing, which in the reasonable judgment of such holder and its
            counsel should be included; and

      (xvi) use its commercially reasonable efforts to cause such Registrable
            Certificates covered by such registration statement to be registered
            with or approved by such other governmental agencies or authorities
            as may be necessary to enable the sellers thereof to consummate the
            disposition of such Registrable Certificates.

If any such registration or comparable statement refers to any Holder by name or
otherwise as the Holder of any securities of the Company or the Trust and if, in
its reasonable judgment, such Holder is or might be deemed to be a controlling
person of the Company or the Trust, such Holder shall have the right to require
(i) the insertion therein of language, in form and substance reasonably
satisfactory to such Holder and presented to the Company in writing, to the
effect that the holding by such Holder of such securities is not to be construed
as a recommendation by such Holder of the investment quality of the Company's or
the Trust's securities covered thereby and that such holding does not imply that
such Holder will assist in meeting any future financial requirements of the
Company or the Trust, or (ii) in the event that such reference to such Holder by
name or otherwise is not required by the Securities Act or any similar Federal
statute then in force, the deletion of the reference to such Holder; provided
that with respect to this clause (ii) such Holder shall furnish to the Company
an opinion of counsel to such effect, which opinion and counsel shall be
reasonably satisfactory to the Company.

The Company may require each Holder of Registrable Certificates to be included
in such registration statement to promptly furnish in writing to the Company
such information regarding the distribution of the Registrable Certificates as
the Company may from time to time reasonably request and any such other
information as may be legally required in connection with such registration.

(b)   SUSPENSION OF DISPOSITIONS. Each Holder agrees by acquisition of any
      Registrable Certificates that, upon receipt of any notice (a "SUSPENSION
      NOTICE") from the Company of the happening of any event of the kind which,
      in the opinion of the Company, requires the amendment or supplement of any
      prospectus, such Holder will forthwith discontinue disposition of
      Registrable Certificates until such Holder's receipt of the copies of the
      supplemented or amended prospectus (which the Company shall prepare and
      file as promptly as practicable), or until it is advised in writing (the
      "ADVICE") by the Company that the use of the prospectus may be resumed,
      and such Holder has received copies of any additional or supplemental
      filings which are incorporated by reference in the prospectus, and, if so
      directed by the Company, such Holder will deliver to the Company all
      copies, other than permanent file copies then in such Holder's possession,
      of the prospectus covering such Registrable Certificates current at the
      time of receipt of such notice. In the event the Company shall give any
      such Suspension Notice or after the Demand Registration has become
      effective the offering of the Registrable Certificates pursuant to a
      registration is interfered with by any stop order, injunction, or other
      order or requirement of the Commission or other governmental agency or
      court (collectively, an "ORDER"), the time period regarding the
      effectiveness of registration statements ----- set forth in Section
      4(a)(ii) hereof shall be extended by the number of days (A) in the case of
      a Suspension Notice, during the period from and including the date of the
      giving of the


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      Suspension Notice to and including the earlier to occur of (x) the date on
      which each seller of Registrable Certificates covered by such registration
      statement shall have received the copies of the supplemented or amended
      prospectus and (y) the date of the Advice and (B) in the case of an Order,
      during the period from and including the date of the Order to and
      including the date on which the Company advises all Holders in writing
      that the Order is no longer in effect..

(c)   REGISTRATION EXPENSES. All expenses incident to performance by the Company
      of or compliance with this Agreement including, without limitation, all
      registration and filing fees, invoiced reasonable fees and expenses of one
      legal counsel for all Holders of Registrable Certificates to be included
      in the registration statement, fees and expenses of compliance with
      securities or "blue sky" laws (including reasonable fees and disbursements
      of counsel in connection with "blue sky" qualifications of the Registrable
      Certificates), all word processing, duplicating and printing expenses
      (including expenses of printing certificates for the Registrable
      Certificates and of printing prospectuses if the printing of prospectuses
      is requested by a holder of Registrable Certificates), messenger and
      delivery expenses, fees and expenses of counsel for the Company and the
      respective independent certified public accountants (including the
      expenses of any special audit or "cold comfort" letters required by or
      incident to such performance), securities acts liability insurance (if the
      Company elects to obtain such insurance), the fees and expenses of any
      special experts retained by the Company in connection with such
      registration, and the fees and expenses of other persons retained by the
      Company (all such expenses being herein called "REGISTRATION EXPENSES")
      will be borne by the Company whether or not any registration statement
      becomes effective; PROVIDED that in no event shall Registration Expenses
      include any underwriting discounts, commissions, or any out of pocket
      expenses of the Holders (or agents who manage their accounts) other than
      as expressly provided above.

(d)   FAILURE TO FILE DEMAND REGISTRATION. The Parties acknowledge and agree
      that, in the event that a Demand Registration is not filed on or prior to
      the Required Filing Date and/or such Demand Registration is not effective
      within two hundred seventy (270) days after the Required Filing Date,
      then: (a) Amtrak will pay such Additional Sub-Rent as is set forth in
      Sections 2.1 and 2.2 of the Facility Sublease pursuant to the terms
      thereof, and (b) the Borrower will pay such additional interest as is set
      forth in Section 2.2 of the Loan and Security Agreement, dated as of the
      date hereof, between the Company and the Borrower pursuant to the terms
      thereof.

5.    INDEMNIFICATION

(a)   The Company agrees to indemnify and hold harmless, to the fullest extent
      permitted by law, each seller of Registrable Certificates, and each of its
      employees, advisors, agents, representatives, partners, officers,
      directors and affiliates and each Person who controls such seller (within
      the meaning of the Securities Act or the Securities Exchange Act)
      (collectively, the "SELLER AFFILIATES") (i) against any and all losses,
      claims, damages, liabilities, and expenses, joint or several (including,
      without limitation, reasonable attorneys' fees except as limited by
      Section 5(c) below) arising out of or caused by any untrue or alleged
      untrue statement of a material fact contained in any registration


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      statement, preliminary prospectus, final prospectus, summary prospectus,
      or any amendment thereof or supplement thereto if the Company shall have
      furnished any amendments or supplements, or any omission or alleged
      omission of a material fact required to be stated therein or necessary to
      make the statements therein, in light of the circumstances under which
      they were made, not misleading, (ii) against any and all loss, liability,
      claim, damage, and expense whatsoever, as incurred, to the extent of the
      aggregate amount paid in settlement of any litigation or investigation or
      proceeding by any governmental agency or body, commenced or threatened, or
      of any claim whatsoever based upon any such untrue statement or omission
      or alleged untrue statement or omission, and (iii) against any and all
      costs and expenses (including reasonable fees and disbursements of
      counsel) as may be reasonably incurred in investigating, preparing, or
      defending against any litigation, or investigation or proceeding by any
      governmental agency or body, commenced or threatened, or any claim
      whatsoever based upon any such untrue statement or omission or alleged
      untrue statement or omission, to the extent that any such expense or cost
      is not paid under subparagraph (i) or (ii) above; except insofar as the
      same are made in reliance upon and in strict conformity with information
      furnished in writing to the Company by such seller or any Seller Affiliate
      for use therein. The reimbursements required by this Section 5(a) will be
      made by periodic payments during the course of the investigation or
      defense, as and when bills are received or expenses incurred.

(b)   In connection with any registration statement in which a seller of
      Registrable Certificates is participating, each such seller will furnish
      to the Company in writing such information and affidavits as the Company
      reasonably requests for use in connection with any such registration
      statement or prospectus and, to the fullest extent permitted by law, each
      such seller will indemnify the Company, its directors, agents, officers
      and each Person who controls the Company (within the meaning of Section 15
      of the Securities Act or Section 20 of the Securities Exchange Act) or the
      Company to the same extent as the foregoing indemnity from the Company to
      the selling Holders, but only to the extent that such untrue statement or
      alleged untrue statement or omission or alleged omission is contained in
      any information or affidavit so furnished in writing by such seller or any
      of its Seller Affiliates for specific inclusion in such registration
      statement; provided that the obligation to indemnify will be several, not
      joint and several, among such sellers of Registrable Certificates, and the
      liability of each such seller of Registrable Certificates will be in
      proportion to, and provided further that such liability will be limited
      to, the net amount received by such seller from the sale of Registrable
      Certificates pursuant to such registration statement.

(c)   Any Person entitled to indemnification hereunder will (i) give prompt
      written notice to the indemnifying party of any claim with respect to
      which it seeks indemnification (provided that the failure to give such
      notice shall not limit the rights of such Person, unless such Person is
      materially adversely affected by a failure to receive such written notice)
      and (ii) unless in such indemnified party's reasonable judgment a conflict
      of interest between such indemnified and indemnifying parties may exist
      with respect to such claim, permit such indemnifying party to assume the
      defense of such claim with counsel reasonably satisfactory to the
      indemnified party; PROVIDED, HOWEVER, that any person entitled to
      indemnification hereunder shall have the right to employ separate


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      counsel and to participate in the defense of such claim, but the fees and
      expenses of such counsel shall be at the expense of such person unless (X)
      the indemnifying party has agreed to pay such fees or expenses, (Y) the
      indemnifying party shall have failed to assume the defense of such claim
      and employ counsel reasonably satisfactory to such person or (Z) in the
      reasonable judgment of any indemnified party, a conflict of interest may
      exist between such indemnified party and any other of such indemnified
      parties with respect to such claim. An indemnifying party will not be
      obligated to pay the fees and expenses of more than one counsel for all
      parties indemnified by such indemnifying party with respect to such claim.
      If such defense is assumed by the indemnified party as permitted
      hereunder, the indemnifying party will not be subject to any liability for
      any settlement made by the indemnified party without the written consent
      (which consent shall not be unreasonably withheld) of the indemnifying
      party. If such defense is assumed by the indemnifying party pursuant to
      the provisions hereof, such indemnifying party shall not settle or
      otherwise compromise the applicable claim unless (1) such settlement or
      compromise contains a full and unconditional release of the indemnified
      party from all liabilities arising out of such proceeding or (2) the
      indemnified party otherwise consents in writing.

(d)   Each Party hereto agrees that, if for any reason the indemnification
      provisions contemplated by Section 5(a) or Section 5(b) are unavailable to
      or insufficient to hold harmless an indemnified party in respect of any
      losses, claims, damages, liabilities, or expenses (or actions in respect
      thereof) referred to therein, then each indemnifying party shall
      contribute to the amount paid or payable by such indemnified party as a
      result of such losses, claims, liabilities, or expenses (or actions in
      respect thereof) in such proportion as is appropriate to reflect the
      relative fault of the indemnifying party and the indemnified party as well
      as any other relevant equitable considerations. The relative fault of such
      indemnifying party and indemnified party shall be determined by reference
      to, among other things, whether the untrue or alleged untrue statement of
      a material fact or omission or alleged omission to state a material fact
      relates to information supplied by such indemnifying party or indemnified
      party, and the parties' relative knowledge, access to information and
      opportunity to correct or prevent such statement or omission. The Parties
      hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 5(d) were determined by pro rata allocation (even
      if the Holders were treated as one entity for such purpose) or by any
      other method of allocation which does not take account of the equitable
      considerations referred to in this Section 5(d). The amount paid or
      payable by an indemnified party as result of the losses, claims, damages,
      liabilities, or expenses (or actions in respect thereof) referred to above
      shall be deemed to include any legal or other fees or expenses reasonably
      incurred by such indemnified party in connection with investigating or,
      except as provided in Section 5(c), defending any such action or claim.
      Notwithstanding the provisions of this Section 5(d), no Holder shall be
      required to contribute an amount greater than the dollar amount of the net
      proceeds received by such Holder with respect to the sale of any
      Registrable Certificates. No person guilty of fraudulent misrepresentation
      (within the meaning of Section 11(f) of the Securities Act) shall be
      entitled to contribution from any person who was not guilty of such
      fraudulent misrepresentation. The Holders' obligations in this Section
      5(d) to contribute shall be several in proportion to the amount of
      Registrable Certificates registered by them and not joint.


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(e)   The indemnification provided for under this Agreement will remain in full
      force and effect regardless of any investigation made by or on behalf of
      the indemnified party or any officer, director or controlling Person of
      such indemnified party and will survive the transfer of securities.

6.    REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Holders that:

      (i)   The Company is a corporation duly organized and validly existing and
            in good standing under the laws of the State of Delaware, and has
            the corporate power and corporate authority to own, operate, and
            lease its properties and conduct its business as now conducted. The
            Company is duly qualified to do business and is in good standing in
            all jurisdictions in which the failure to so qualify would have a
            material adverse effect on the operations, business, financial
            conditions, assets, or liabilities of the Company and its
            Subsidiaries, taken as a whole.

      (ii)  The Company has the corporate power and is duly authorized and
            empowered to enter into and perform its obligations under this
            Agreement. This Agreement has been duly and validly executed, and
            delivered and constitutes the legal, valid, and binding obligation
            of the Company, except as the enforceability thereof may be limited
            by bankruptcy, insolvency or similar laws affecting the
            enforceability of creditors' rights generally and the application of
            general principles of equity and except as the enforceability of the
            indemnification provisions in this Agreement may be limited by
            applicable state and federal securities laws.

      (iii) The execution, delivery, and performance of this Agreement by the
            Company shall not, by the lapse of time, the giving of notice or
            otherwise, constitute a violation of any applicable statute, law,
            rule or regulation of any governmental authority, any applicable
            provision contained in the articles of incorporation or bylaws of
            the Company or contained in any agreement, instrument, or document
            to which the Company is a party or by which it is bound, or any
            order, ruling, judgment or decree of any court, arbitral body or
            governmental authority.

7.    COMPLIANCE WITH RULE 144

      With a view to making available the benefits of certain rules and
regulations of the Commission which may at any time permit the sale of
Registrable Certificates to the public without registration, at all times the
Company agrees to use its commercially reasonable efforts to:

(a)   Make and keep available adequate current public information, as those
      terms are understood and defined in Rule 144 under the Securities Act, at
      all times after it has become subject to the reporting requirements of the
      Securities Exchange Act;

(b)   File with the Commission in a timely manner all reports and other
      documents required of the Company under the Securities Act and the
      Securities Exchange Act; and


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(c)   Furnish to each Holder of Registrable Certificates forthwith upon request
      a written statement by the Company as to its compliance with the reporting
      requirements of such Rule 144 ninety (90) days after any registration
      statement covering a public offering of securities of the Company under
      the Securities Act shall have become effective, and of the Securities Act
      and the Securities Exchange Act, a copy of the most recent annual or
      quarterly report of the Company, and such other reports and documents so
      filed by the Company as such Holder may reasonably request availing itself
      of any rule or regulation of the Commission allowing such Holder to sell
      any Registrable Certificates without registration.

8.    SUBSEQUENT INVESTORS

      The Company shall not grant registration rights or enter into any
registration rights agreement or similar agreement with any Person which are
equal to, superior to or conflict, impair or interfere in any way with the
rights granted hereunder, without the consent of Holders, at the time of
determination, of a majority of the Registrable Certificates.

9.    TERMINATION

      The provisions of this Agreement shall terminate upon the date of the
earliest to occur of (i) in the event that the Trustee does not make a Demand
Request in accordance with Section 2(a), the date that is 31 days from the date
hereof, (ii) the date the Demand Registration is withdrawn from the Commission
by the Company in accordance with Section 2(a) hereof, (iii) the date on which
no Registrable Certificates are outstanding, and (iv) the date on which a
Registration Statement has been effective for 90 days (after giving effect to
Section 4(b), if applicable), PROVIDED, HOWEVER, that notwithstanding the
foregoing the provisions of Sections 4(c), 4(d), 5, 10, 11 and 18 shall survive
termination of this Agreement.

10.   NOTICES

      All notices and communications to be given or otherwise to be made to any
Party to this Agreement shall be deemed to have been duly given or delivered by
any Party, (i) when received by such Party if delivered by hand, (ii) upon
confirmation when delivered by telecopy, or (iii) within one day after being
sent by recognized overnight delivery service, and in each case addressed as
follows:

      If to the Company:

                  A/P I Deposit Corporation
                  c/o Global Securitization Services, LLC
                  400 West Main Street
                  Suite 338
                  Babylon, New York  11702
                  Telecopy:
                  Attention: Andrew Stidd


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      If to Amtrak:

                  National Railroad Passenger Corporation
                  60 Massachusetts Avenue, N.E.
                  Washington, D.C.  20002
                  Telephone:  (202) 906-3311
                  Telecopy:  (202) 906-2174
                  Attention: Dale Stein

                  with a copy concurrently to:

                  Latham & Watkins
                  885 Third Avenue
                  New York, NY  10022
                  Telephone:  (212) 906-1241
                  Facsimile:  (212) 751-4864
                  Attention:  Kevin C. Blauch, Esquire

      If to the Trustee:

                  Wells Fargo Bank Northwest, N.A.
                  MAC U1254-031
                  79 South Main Street
                  Salt Lake City, UT 84111
                  Attention:  Corporate Trust Services
                  Facsimile No.:  801.246.5053

      If to any Holder, to the Trustee on behalf of such Holder.

      Any Party by written notice to the other Parties pursuant to this Section
may change the address or the Persons to whom notices or copies thereof shall be
directed.

11.   SUCCESSORS AND ASSIGNS

      This Agreement shall be binding upon the Parties and their respective
successors and assigns. No Party may assign any of its rights or obligations
under this Agreement, except in connection with sales and transfers of
Certificates made in accordance with the terms and conditions of the Trust
Agreement, or to a successor by merger or similar succession to the business or
assets of such Person, in which case the term "Holder" shall be deemed to
include such transferees or successors.

12.   _____________

      The Trustee, acting on behalf of the Holders, hereby acknowledges that the
Company is a special purpose vehicle with limited assets and as such is relying
on assistance by Amtrak and the Borrower under, and in accordance with the terms
of, the Registration Rights Side Letter in order to perform its obligations
hereunder.


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13.   MODIFICATION

      Except as otherwise provided herein, neither this Agreement nor any
provision hereof can be amended, modified, changed, discharged, waived or
terminated (each, an "AMENDMENT") except by an instrument in writing executed by
the Company and the Trustee on behalf of the Holders, at the time of
determination, of a majority of Fractional Undivided Interest of the Registrable
Certificates, in which event such Amendment shall be binding upon all of the
Parties in accordance with its terms, PROVIDED, that no such Amendment shall (i)
amend the threshold of Registrable Certificates required to effect a Demand
Registration pursuant to Section 2(a), or (ii) amend the provisions of Section
8, 9 or this Section 13, unless such Amendment has been unanimously approved by
all Holders.

14.   WAIVER

      Any waiver by any Party of a breach of any provision of this Agreement
shall not operate as or be construed to be a waiver of any other breach of that
provision or of any breach of any other provision of this Agreement. The failure
of a Party to insist upon strict adherence to any term of this Agreement on one
or more occasions shall not be considered a waiver or deprive that Party of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement. Subject to the provisions of Section 13 hereof, any waiver
must be evidenced by a writing signed by the Party against whom the waiver is
sought to be enforced.

15.   AVAILABILITY OF EQUITABLE REMEDIES

      Each Party acknowledges that a breach of the provisions of this Agreement
could not adequately be compensated by money damages. Accordingly, it is the
intention of the Parties that any Party shall be entitled, in addition to any
other right or remedy available to it, to an injunction restraining such breach
or a threatened breach and/or to specific performance of any such provision of
this Agreement, and in either case no bond or other security shall be required
in connection therewith, and the Parties hereby consent to such injunction and
to the ordering of specific performance.

16.   ENTIRE AGREEMENT

      This Agreement, together with the Trust Agreement and the Certificate
Purchase Agreement and the Mortgage Documents with respect to those Parties
hereto that are parties thereto as well, sets forth the entire understanding,
and supersedes all prior agreements and understandings, both written and oral,
among the Parties with respect to the subject matter hereof.

17.   SEVERABILITY

      If any provision of this Agreement shall be determined to be illegal or
unenforceable by any court of law of competent jurisdiction, the Parties intend
that such provision shall be deemed not to form part of this Agreement and, the
remaining provisions shall be severable and enforceable in accordance with their
terms.


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18.   GOVERNING LAW

      This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York without regard to principles of conflicts of laws.
The Parties agree that any suit, action or proceeding instituted against one or
more of them with respect to this Agreement (including any exhibits hereto)
shall be brought in any federal or state court located in the State of New York.
The Parties, by the execution and delivery of this Agreement, irrevocably waive
any objection or defense to the institution of any action in New York based on
improper venue, the convenience of the forum or the jurisdiction of such courts,
or from the execution of judgments resulting therefrom, and the parties hereto
irrevocably accept and submit to the jurisdiction of the aforesaid courts in any
suit, action or proceeding and consent to the service of process by certified
mail at the address set forth in Section 10 hereof.

19.   CAPTIONS

      The captions herein are inserted for convenience only and shall not
define, limit, extend or describe the scope of this Agreement or affect the
construction hereof.

20.   COUNTERPARTS

      This Agreement may be executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which taken together shall
constitute one and the same instrument.



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            IN WITNESS WHEREOF, this Agreement has been executed and delivered
as of the date first set forth above.

                                A/P I DEPOSIT CORPORATION


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


                                WELLS FARGO BANK NORTHWEST, N.A, not in its
                                individual capacity, but solely on behalf of
                                Holders as Trustee of Amtrak/Pennsylvania
                                Station Lease Finance Trust-2001


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





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