exv4w2






Exhibit 4.2




*




TRUST INDENTURE AND

SECURITY AGREEMENT

(GATX TRUST NO. 2008-2)




Dated as of November 6, 2008




between




GATX CORPORATION,

as Owner




and




U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee




Assorted Railroad Tank

Cars, Gondola Cars and Freight Cars









 









 











TABLE OF CONTENTS



	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	3	 
	1.01. Certain Definitions
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II THE EQUIPMENT NOTES
	 	 	4	 
	2.01. Form of Equipment Notes
	 	 	4	 
	2.02. Terms of Equipment Notes
	 	 	8	 
	2.03. Method of Payment
	 	 	8	 
	2.04. Application of Payments to Principal Amount and Interest
	 	 	10	 
	2.05. Termination of Interest in Indenture Estate
	 	 	11	 
	2.06. Transfer of Equipment Notes
	 	 	11	 
	2.07. Mutilated, Destroyed, Lost or Stolen Equipment Notes
	 	 	12	 
	2.08. Payment of Transfer Taxes
	 	 	12	 
	2.09. Prepayments
	 	 	12	 
	2.10. Redemptions; Notice of Redemption
	 	 	13	 
	2.11. Equally and Ratably Secured
	 	 	14	 
	 
	 	 	 	 
	ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME FROM THE INDENTURE ESTATE
	 	 	14	 
	3.01. Basic Distribution
	 	 	14	 
	3.02. Payments in the Event of Prepayment
	 	 	14	 
	3.03. Payments after Event of Default
	 	 	15	 
	3.04. Other Payments
	 	 	16	 
	3.05. Payments to the Owner
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IV  COVENANTS OF THE OWNER
	 	 	16	 
	4.01. Marking of Equipment
	 	 	16	 
	4.02. Prohibition Against Certain Designations
	 	 	17	 
	4.03. Liens
	 	 	17	 
	4.04. Maintenance; Possession; Compliance with Laws
	 	 	17	 
	4.05. Modifications
	 	 	19	 
	4.06. Loss, Destruction, Requisition, Etc
	 	 	21	 
	4.07. Insurance
	 	 	23	 
	4.08. Physical Damage Insurance
	 	 	24	 
	4.09. Public Liability Insurance
	 	 	24	 
	4.10. Certificate of Insurance
	 	 	26	 
	4.11. Additional Insurance
	 	 	26	 
	4.12. Duty of Owner to Furnish
	 	 	26	 
	4.13. Inspection Rights
	 	 	27	 
	 
	 	 	 	 
	ARTICLE V REMEDIES OF THE INDENTURE TRUSTEE UPON AN EVENT OF DEFAULT
	 	 	27	 
	5.01. Events of Default
	 	 	27	 
	5.02. Acceleration; Rescission and Annulment
	 	 	29	 
	5.03. Remedies with Respect to Indenture Estate
	 	 	30	 






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TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	 	Page	 
	5.04. Rights of the Owner
	 	 	32	 
	5.05. Waiver of Existing Defaults
	 	 	32	 
	 
	 	 	 	 
	ARTICLE VI DUTIES OF THE INDENTURE TRUSTEE
	 	 	32	 
	6.01. Action upon Event of Default
	 	 	32	 
	6.02. Action upon Instructions
	 	 	33	 
	6.03. Indemnification
	 	 	33	 
	6.04. No Duties Except as Specified in Indenture or Instructions
	 	 	33	 
	6.05. No Action Except under Indenture or Instructions
	 	 	34	 
	6.06. Disposition of Units
	 	 	34	 
	6.07. Indenture Supplements for Replacements
	 	 	34	 
	6.08. Effect of Replacements
	 	 	34	 
	 
	 	 	 	 
	ARTICLE VII THE INDENTURE TRUSTEE
	 	 	34	 
	7.01. Acceptance of Trusts and Duties
	 	 	34	 
	7.02. Absence of Duties
	 	 	35	 
	7.03. No Representations or Warranties as to the Equipment or Documents
	 	 	35	 
	7.04. No Segregation of Moneys; No Interest; Investments
	 	 	35	 
	7.05. Reliance; Agents; Advice of Counsel
	 	 	36	 
	7.06. Not Acting in Individual Capacity
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VIII CERTAIN LIMITATIONS ON INDENTURE TRUSTEE’S RIGHTS
	 	 	36	 
	 
	 	 	 	 
	ARTICLE IX SUCCESSOR TRUSTEES
	 	 	37	 
	9.01. Resignation of Indenture Trustee; Appointment of Successor
	 	 	37	 
	 
	 	 	 	 
	ARTICLE X SUPPLEMENTS AND AMENDMENTS TO THIS INDENTURE AND OTHER DOCUMENTS
	 	 	38	 
	10.01. Supplemental Indentures without Consent of Holders
	 	 	38	 
	10.02. Indenture Trustee Protected
	 	 	39	 
	10.03. Request of Substance, Not Form
	 	 	39	 
	10.04. Documents Mailed to Holders
	 	 	40	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	40	 
	11.01. Termination of Indenture
	 	 	40	 
	11.02. No Legal Title to Indenture Estate in Holders
	 	 	40	 
	11.03. Sale of Equipment by Indenture Trustee is Binding
	 	 	40	 
	11.04. Remedies Cumulative
	 	 	40	 
	11.05. Discontinuance of Proceedings
	 	 	41	 
	11.06. Indenture and Equipment Notes for Benefit of Owner, Indenture Trustee and
Holders Only
	 	 	41	 
	11.07. Notices
	 	 	41	 
	11.08. Severability
	 	 	42	 
	11.09. Separate Counterparts
	 	 	42	 
	11.10. Successors and Assigns
	 	 	42	 






ii









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	 	Page	 
	11.11. Headings
	 	 	42	 
	11.12. Governing Law
	 	 	42	 
	11.13. Normal Commercial Relations
	 	 	43	 
	11.14. No Recourse Against Others
	 	 	43	 






EXHIBIT A  -      Form of Trust Indenture Supplement




APPENDIX A  -  Definitions




ANNEX A -       Amortization Schedules




iii









 





TRUST INDENTURE AND SECURITY AGREEMENT

(GATX TRUST NO. 2008-2)




     THIS TRUST INDENTURE AND SECURITY AGREEMENT (GATX Trust No. 2008-2) dated as of November 6,
2008 (this “Indenture”), between GATX CORPORATION (the “Owner”), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as Indenture Trustee hereunder and any successor
appointed in accordance with the terms hereof (herein called the “Indenture Trustee”);



W I T N E  S S E T H:




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



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



GRANTING CLAUSE




     NOW, THEREFORE, THIS TRUST INDENTURE AND SECURITY AGREEMENT WITNESSETH, that, to secure the
prompt payment of the principal of and interest and Make-Whole Amount, if any, on and all other
amounts due with respect to, the Equipment Notes from time to time outstanding hereunder and the
performance and observance by the Owner of all the agreements, covenants and provisions herein, in
the Participation Agreement and in the Equipment Notes all for the benefit of the holders of the
Equipment Notes, and for the uses and purposes and subject to the terms and provisions hereof, and
in consideration of the premises and of the covenants herein contained, and of the acceptance of
the Equipment Notes by the Loan Participant, the Owner does hereby sell, assign, transfer, convey,
mortgage, pledge, and confirm unto the Indenture Trustee, its successors and assigns, for the
security and benefit of the holders of the Equipment Notes from time to time, a first priority
security interest in and mortgage lien on all right, title and interest of the Owner in and to the
following described property, rights, interests and privileges (which collectively, including all
property hereafter required to be subjected to the Lien of this Indenture by any instrument
supplemental hereto being herein called the “Indenture Estate”), to wit:




     (1) the Equipment, the Replacement Units and all substitutions therefor, all as more
particularly described in the Indenture Supplements executed and delivered with respect to
the Equipment or any such Replacement Units or any substitutions therefor, as provided in
this Indenture;




     (2) all requisition proceeds with respect to the Equipment or any Unit thereof;



 









 





[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




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




     (4) any Permitted Lease assigned to the Indenture Trustee pursuant to Section 4.04(c);
and




     (5) all proceeds of the foregoing.



     PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions, so long as no Event
of Default shall have occurred and be continuing, the Indenture Trustee shall not take or cause to
be taken any action contrary to the Owner’s or any Permitted Lessee’s right hereunder to quiet
enjoyment of the Equipment, and to possess, use, retain and control the Equipment and all revenues,
income and profits derived therefrom.



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



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



     The Owner does hereby constitute the Indenture Trustee the true and lawful attorney of the
Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and
with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask
for, require, demand, receive, compound and give acquittance for any and all monies and claims for
monies (in each case including insurance and requisition proceeds) due and to become due to the
Owner under or arising out of the Indenture Agreements, and all other property which now or
hereafter constitutes part of the Indenture Estate, to endorse any checks or other instruments or
orders in connection therewith and to file any claims or to take any action or to institute any
proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises;
provided that the Indenture Trustee shall not exercise any such rights except upon the
occurrence and during the continuance of an Event of Default hereunder.



2









 





[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




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



     The Owner does hereby warrant and represent that, except as permitted in the Operative
Agreements, it has not assigned or pledged, and hereby covenants that it will not assign or pledge,
so long as the assignment hereunder shall remain in effect, any of its right, title or interest
hereby assigned, to anyone other than the Indenture Trustee.



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



ARTICLE I




DEFINITIONS




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



3









 





[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




ARTICLE II




THE EQUIPMENT NOTES




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



___% EQUIPMENT NOTE




(Secured by Equipment owned by

GATX Corporation)




GATX Trust No. 2008-2 Series ___




Issued in Connection with certain Railroad Rolling Stock




			
	 	 	 
	No. ___
	 	New York, New York
	 
	 	                     ___,                     






$                    




     GATX CORPORATION (herein called the “Owner”) hereby promises to pay to U.S. BANK TRUST
NATIONAL ASSOCIATION, as Pass Through Trustee, or its registered assigns, the principal sum of
$                     (or such lesser amount as shall equal the unpaid principal amount of this Equipment
Note), in lawful currency of the United States of America, in installments payable on the dates set
forth in Exhibit A hereto, commencing                      and thereafter to and including
                    ,___, each such installment to be in an amount equal to the corresponding
percentage (if any) of the remaining principal amount hereof set forth in Exhibit A hereto,
together with interest thereon on the amount of such principal amount remaining unpaid from time to
time from and including the date hereof until such principal amount shall be due and payable,
payable on each May 15 and November 15, commencing ___, 2009, to the maturity date hereof at
___% per annum (the “Debt Rate”) (computed on the basis of a 360-day year of twelve 30-day months).
Interest on any overdue principal and (to the extent legally enforceable) on overdue interest
shall be paid from the due date thereof at the Late Rate (computed on the basis of a 360-day year
of twelve 30-day months), payable on demand.



     For purposes hereof, the term “Indenture” means the Trust Indenture and Security Agreement
(GATX Trust No. 2008-2) dated as of November 6, 2008, between the Owner and U.S. Bank National
Association (the “Indenture Trustee”), as the same may be amended or supplemented from time to
time. All other capitalized terms used in this Equipment Note and not defined herein shall have
the respective meanings assigned in the Indenture.



     Payments with respect to the principal amount hereof, Make-Whole Amount, if any, and interest
thereon shall be payable in U.S. dollars in immediately available funds at the principal corporate
trust services office of the Indenture Trustee, or as otherwise provided in the Indenture. Each
such payment shall be made on the date such payment is due and without any presentment or surrender
of this Equipment Note, except that in the case of the final payment, this Equipment



4









 





[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




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




     Each holder hereof, by its acceptance of this Equipment Note, agrees that each payment
received by it hereunder shall be applied, first, to the payment of accrued but unpaid
interest on this Equipment Note then due, second, to the payment of the unpaid principal
amount of this Equipment Note then due, third, to the payment of any Make-Whole Amount then
due, and fourth, to the payment of the remaining outstanding principal amount of this
Equipment Note; provided, that the Owner may only prepay this Equipment Note as provided in
Sections 2.09, 3.02 and 3.03 of the Indenture.



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



     This Equipment Note is not subject to redemption or prepayment except as provided in
Sections 2.09, 3.02 and 3.03 of the Indenture. The holder hereof, by its acceptance of this
Equipment Note, agrees to be bound by said provisions. This Equipment Note may be accelerated as
provided in Section 5.02 of the Indenture.



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



     THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE TRANSFERRED IN VIOLATION
OF SUCH ACT OR ANY SUCH APPLICABLE LAWS. THIS EQUIPMENT NOTE SHALL IN ALL RESPECTS BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.



5









 






[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




     Each holder hereof by its acceptance of this Equipment Note agrees that the Indenture Trustee
and its permitted successors and assigns shall under no circumstances be personally liable for any
amount payable under this Equipment Note or under the Indenture or for any liability under the
Indenture or the Participation Agreement except as provided in any Operative Agreement.



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



6









 





[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





     IN WITNESS WHEREOF, the Owner has caused this Equipment Note to be executed by one of its
authorized officers as of the date hereof.



	 	 	 	 	 
	 	GATX CORPORATION,

as Owner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



[FORM OF INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION]





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



	 	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,	 	 
	 	 	as Indenture Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






[Insert the related Amortization Schedule from Annex A]




7









 






[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





     2.02. Terms of Equipment Notes. There shall be issued and delivered to the Loan
Participant one Equipment Note of the relevant Series for each Basic Group identified in each
Indenture Supplement executed and delivered in respect of the Units in the maturity, principal
amount and bearing the interest at the Debt Rate, and the Equipment Notes related to each such
Indenture Supplement shall be in an aggregate principal amount set forth on Schedule 4 to the
Participation Agreement. Each such Equipment Note shall evidence the loan made by the Loan
Participant to the Owner, each such Equipment Note to be substantially in the form set forth in
Section 2.01, with deletions and insertions as appropriate, duly authenticated by the Indenture
Trustee and dated the Closing Date, and as having been issued in connection with the Equipment
under a related Indenture Supplement. The Equipment Notes will be issued in registered form only.



     The principal amount of and interest on each Equipment Note issued pursuant to the provisions
of this Indenture shall be payable on each Payment Date, and in the case of the principal amount of
such Equipment Note, in installments payable on the date and in the amounts set forth in
Annex A hereto. Interest is payable on the Equipment Notes at the Debt Rate (computed on
the basis of a 360-day year of twelve 30-day months) on the principal amount thereof remaining
unpaid from time to time from and including the immediately preceding Payment Date to but excluding
the date of payment.



     Each Equipment Note shall bear interest, payable on demand, at the Late Rate (calculated on
the basis of a year of 360 days comprised of twelve 30-day months) on any part of the principal
amount, any Make-Whole Amount, if applicable, and, to the extent permitted by applicable law,
interest and any other amounts payable thereunder not paid when due for any period during which the
same shall be overdue, in each case for the period the same is overdue. Amounts under any
Equipment Note shall be overdue if not paid when due (whether at stated maturity, by acceleration
or otherwise).



     The Equipment Notes shall be executed on behalf of the Owner by one of its authorized
officers. Equipment Notes bearing the signatures of individuals who were at any time the proper
officers of the Owner shall bind the Owner, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the authentication and delivery of such Equipment Notes
or did not hold such offices at the respective dates of such Equipment Notes. The Owner may from
time to time execute and deliver Equipment Notes with respect to the Equipment to the Indenture
Trustee for authentication upon original issue and such Equipment Notes shall thereupon be
authenticated and delivered by the Indenture Trustee upon the written request of the Owner signed
by an authorized officer of the Owner.



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



     2.03. Method of Payment. (a)  The principal of and Make-Whole Amount, if any,
interest on each Equipment Note and other amounts due under the Equipment Notes or hereunder will
be payable in U.S. dollars in immediately available funds not later than 11:00 a.m. Chicago,
Illinois time, on the due date thereof at the principal corporate trust services office of the
Indenture Trustee or as otherwise directed in the manner provided herein and payment of such



8









 





[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




amounts to the Indenture Trustee shall be deemed to satisfy the Owner’s obligation to make
such payment. The Owner shall not have any responsibility for the distribution of such payment to
any holder of an Equipment Note. Notwithstanding the foregoing or any provision in any Equipment
Note to the contrary, the Indenture Trustee will pay, or cause to be paid, if so requested by any
holder of an Equipment Note by written notice to the Owner and the Indenture Trustee, all amounts
payable by the Owner hereunder to such holder or a nominee therefor either (i) by transferring by
wire in immediately available funds prior to 2:00 p.m., Chicago, Illinois time on the due date of
payment, to an account maintained by such holder with a bank in the United States the amount to be
distributed to such holder or (ii) by mailing a check denominated in U.S. dollars to such holder at
such address as such holder shall have specified in such notice. If the Indenture Trustee shall
fail to make any such payment as provided in the immediately foregoing sentence after its receipt
of funds at the place and prior to the time specified above, the Indenture Trustee, in its
individual capacity and not as trustee, agrees to compensate such holders for loss of use of funds
at the then applicable federal funds rate until such payment is made and the Indenture Trustee
shall be entitled to any interest earned on such funds until such payment is made. Any payment
made hereunder shall be made without any presentment or surrender of any Equipment Note, except
that, in the case of the final payment in respect of any Equipment Note, such Equipment Note shall
be surrendered to the Indenture Trustee for cancellation promptly after such payment.
Notwithstanding any other provision of this Indenture to the contrary, the Indenture Trustee shall
not be required to make, or cause to be made, wire transfers as aforesaid prior to the first
Business Day on which it is practicable for the Indenture Trustee to do so in view of the time of
day when the funds to be so transferred were received by it if such funds were received after
1:00 p.m., Chicago, Illinois time, at the place of payment. So long as any signatory to the
Participation Agreement or nominee thereof shall be a registered holder of an Equipment Note, all
payments to it shall be made to the account of such holder specified in Schedule 2 thereto and
otherwise in the manner provided in or pursuant to the Participation Agreement unless it shall have
specified some other account or manner of payment by notice to the Indenture Trustee consistent
with this Section 2.03.




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




          (c) The Indenture Trustee, as agent for the Owner, shall exclude and withhold at the
appropriate rate from each payment of principal of, interest on, any Make-Whole Amount, if
applicable, and other amounts due hereunder or under each Equipment Note (and such exclusion and
withholding shall constitute payment in respect of such Equipment Note) any and all United States
withholding taxes applicable thereto as required by Law. The Indenture Trustee agrees to act as
such withholding agent and, in connection therewith, whenever any present or future United States
taxes or similar charges are required to be withheld with respect to any amounts payable hereunder
or in respect of the Equipment Notes, to withhold such amounts and timely pay the same to the
appropriate authority in the name of and on behalf of the Note Holders, that it will file any
necessary United States withholding tax returns or statements when due, and that as promptly as
possible after the payment thereof it will deliver to each Note




9









 





[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





Holder (with a copy to the Owner) appropriate receipts showing the payment thereof, together
with such additional documentary evidence as any such Note Holder may reasonably request from time
to time.




          If a Note Holder which is a Non-U.S. Person has furnished to the Indenture Trustee a properly
completed and accurate U.S. Internal Revenue Service Form W-8BEN, W-8EXP, W-8IMY or W-8ECI (or such
successor form or forms as may be required by the United States Treasury Department) that is
effective at the time a payment hereunder or under the Equipment Note(s) held by such holder is
made and has not notified the Indenture Trustee of the withdrawal or inaccuracy of such form prior
to the date of such payment (and the Indenture Trustee has no reason to believe that any
information set forth in such form is inaccurate), the Indenture Trustee shall withhold only the
amount, if any, required by law (after taking into account any applicable exemptions properly
claimed by the Note Holder) to be withheld from payments hereunder or under the Equipment Notes
held by such holder in respect of United States federal income tax. If a Note Holder (x) which is
a Non-U.S. Person has furnished to the Indenture Trustee a properly completed, accurate and
currently effective U.S. Internal Revenue Service Form W-8ECI in duplicate (or such successor
certificate, form or forms as may be required by the United States Treasury Department as necessary
in order to properly avoid withholding of United States federal income tax), for each calendar year
in which a payment is made (but prior to the making of any payment for such year), and has not
notified the Indenture Trustee of the withdrawal or inaccuracy of such certificate or form prior to
the date of such payment (and the Indenture Trustee has no reason to believe that any information
set forth in such form is inaccurate) or (y) which is a U.S. Person has furnished to the Indenture
Trustee a properly completed, accurate and currently effective U.S. Internal Revenue Service
Form W-9, if applicable, prior to a payment hereunder or under the Equipment Notes held by such
holder, no amount shall be withheld from payments in respect of United States federal income tax.
If any Note Holder has notified the Indenture Trustee that any of the foregoing forms or
certificates is withdrawn or inaccurate, or if such holder has not filed a form claiming an
exemption from United States withholding tax or if the Code or the regulations thereunder or the
administrative interpretation thereof is at any time after the date hereof amended to require such
withholding of United States federal income taxes from payments under the Equipment Notes held by
such holder, the Indenture Trustee agrees to withhold from each payment due to the relevant Note
Holder United States federal withholding taxes at the appropriate rate under Law and will, on a
timely basis as more fully provided above, deposit such amounts with an authorized depository and
make such returns, statements, receipts and other documentary evidence in connection therewith as
required by Law.




          The Owner shall not have any liability for the failure of the Indenture Trustee to withhold
United States federal taxes in the manner provided for herein or for any false, inaccurate or
untrue evidence provided by any Note Holder hereunder.




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



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such Equipment Note; provided, that the Owner may only prepay such Equipment Note in
accordance with the provisions of Section 2.09, 3.02 and 3.03 hereof.




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



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



     Prior to the due presentment for registration of transfer of an Equipment Note, the Owner and
the Indenture Trustee may deem and treat the registered holder of such Equipment Note as the
absolute owner and holder of such Equipment Note for the purpose of receiving payment of all
amounts payable with respect to such Equipment Note and for all other purposes and shall not be
affected by any notice to the contrary.



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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




     The Indenture Trustee will promptly notify the Owner of each request for a registration of
transfer of an Equipment Note. The Indenture Trustee will promptly cancel and destroy all
Equipment Notes surrendered for transfer or exchange pursuant to this Section. Any such transferee
of an Equipment Note, by its acceptance of an Equipment Note, (i) agrees to the provisions of this
Indenture and the Participation Agreement applicable to Note Holders, including Sections 5.3, 7 and
9.1 of the Participation Agreement and shall be deemed to have covenanted to the parties to the
Participation Agreement as to the matters covenanted by the original Note Holder in the
Participation Agreement and (ii)  shall be deemed to have made the representation and warranty set
forth in Section 5.3(c) of the Participation Agreement. Subject to compliance by the Note Holder
and its transferee (if any) of the requirements set forth in this Section 2.06, the Indenture
Trustee and the Owner shall use all reasonable efforts to issue new Equipment Notes upon transfer
or exchange within ten Business Days of the date an Equipment Note is surrendered for transfer or
exchange.



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



     2.08. Payment of Transfer Taxes. Upon the transfer of any Equipment Note or Equipment
Notes pursuant to Section 2.06, the Owner or the Indenture Trustee may require from the party
requesting such new Equipment Note or Equipment Notes payment of a sum to reimburse the Owner or
the Indenture Trustee for, or to provide funds for the payment of, any tax or other governmental
charge in connection therewith.



     2.09. Prepayments.



          (a) Each Equipment Note of any Series shall be prepaid in whole or in part by the Owner on the
date on which the Owner is required to make a payment under Section 4.06(b) in connection with the
occurrence of an Event of Loss or the deemed occurrence of an Event of Loss with respect to any
Unit or Units related to such Equipment Note if such Unit or Units are not replaced pursuant to
Section 4.06(b)(i), at a price equal to the sum of (i) as to principal thereof, an amount equal to
the product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note as
at such prepayment date (after deducting therefrom the




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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




principal installment, if any, due on such date) by a fraction, the numerator of which shall
be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate
Equipment Cost of all Units of the relevant Basic Group included in the Indenture Estate under the
related Indenture Supplement immediately prior to such date, and (ii) as to interest, the aggregate
amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to
clause (i) above to but not including the date of prepayment, but without the payment of any
Make-Whole Amount or other premium.




          (b) At any time all (but not less than all) of the Equipment Notes related to any Basic Group
may be redeemed by the Owner upon at least 30 days’ revocable prior written notice to the Indenture
Trustee, and such Equipment Notes shall be redeemed in whole at a redemption price equal to 100% of
the unpaid principal amount thereof, together with all accrued and unpaid interest thereon to, but
not including, the date of redemption, and, in each case, all other amounts owed or then due and
payable to the Note Holders under the Operative Agreements, plus Make-Whole Amount, if any. Upon
the payment in full of all of the Equipment Notes related to any Basic Group and all other amounts
due and payable under this Section 2.09(b), the Equipment of such Basic Group shall be released
from the Lien of this Indenture.




     2.10. Redemptions; Notice of Redemption.



          (a) No redemption of any Equipment Note may be made except to the extent and in the manner
expressly permitted by this Indenture.




          (b) Notice of redemption with respect to the Equipment Notes shall be given by the Indenture
Trustee by first-class mail, postage prepaid, mailed not less than 20 nor more than 60 days prior
to the applicable redemption date, to each Note Holder of the Equipment Notes to be redeemed, at
such Note Holder’s address appearing in the Equipment Note Register; provided that, in the case of
a redemption made pursuant to Section 2.09(b), such notice shall be revocable by written notice
from the Owner to Indenture Trustee given not later than three days prior to the redemption date.
All notices of redemption shall state: (1) the redemption date, (2) the applicable basis for
determining the redemption price, (3) that on the redemption date, the redemption price will become
due and payable upon each such Equipment Note, and that, if any such Equipment Notes are then
outstanding, interest on such Equipment Notes shall cease to accrue on and after such redemption
date upon payment of the redemption price, and (4) the place or places where such Equipment Notes
are to be surrendered for payment of the redemption price.




          (c) On or before the redemption date, the Owner (or any person on behalf of the Owner) shall,
to the extent an amount equal to the redemption price for the Equipment Notes to be redeemed on the
redemption date shall not then be held by the Indenture Trustee, deposit or cause to be deposited
with the Indenture Trustee by 12:00 p.m. Chicago, Illinois time on the redemption date in
immediately available funds the redemption price of the Equipment Notes to be redeemed.




          (d) Notice of redemption having been given and not revoked as aforesaid, the Equipment Notes
to be redeemed shall, on the redemption date, become due and payable at the




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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





corporate trust office of the Indenture Trustee or at any office or agency maintained for such
purposes pursuant to Section 2.06, and from and after such redemption date (unless there shall be a
default in the payment of the redemption price) such Equipment Notes then outstanding shall cease
to bear interest. Upon surrender of any such Equipment Note for redemption in accordance with said
notice, such Equipment Note shall be redeemed at the redemption price. If any Equipment Note
called for redemption shall not be so paid upon surrender thereof for redemption, the principal
amount of such Equipment Note shall, until paid, continue to bear interest from the applicable
redemption date at the interest rate in effect for such Equipment Note as of such redemption date.




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



ARTICLE III




RECEIPT, DISTRIBUTION AND APPLICATION OF

INCOME FROM THE INDENTURE ESTATE




     3.01. Basic Distribution. Except as otherwise provided in Section 3.02 and 3.03, each
periodic payment of principal or interest on the Equipment Notes received by the Indenture Trustee
shall be promptly distributed to the holders of the Equipment Notes to pay in full the aggregate
amount of the payment or payments of principal and interest (as well as any interest on overdue
principal or interest) then due, such distribution to be made ratably, without priority of one over
the other, in the proportion that the amount of such payment or payments then due with respect to
each such Equipment Note bears to the aggregate amount of payments then due under all such
Equipment Notes. The portion of each such installment distributed to a holder of an Equipment Note
shall be applied by such holder in payment of such Equipment Note in accordance with the terms of
Section 2.04.



     3.02. Payments in the Event of Prepayment. (a)  Except as otherwise provided in
Section 3.03, in the event of any prepayment of an Equipment Note or Notes, in whole or in part, in
accordance with the provisions of Section 2.09 any amount received shall in each case be
distributed and paid in the following order of priority: first, to the holders of such
Equipment Note or Notes to pay the aggregate amount of the payment of principal, Make-Whole Amount,
if any, and interest to be prepaid on such Equipment Note or Notes pursuant to Section 2.09, such
prepayment to be made ratably to such Equipment Note or Notes to which such prepayment relates,
without priority of one over any other, in the proportion that the amount to be prepaid on each
such Equipment Note bears to the aggregate amount to be paid on all such Equipment Notes; and
second, the balance, if any, of such amount remaining thereafter shall be distributed
pursuant to Section 3.03 hereof.



          (b) Except as otherwise provided in Section 3.03 hereof, any amounts received directly or
through the Owner from any governmental authority or other party pursuant to Section 4.06 with
respect to any Unit as the result of an Event of Loss, to the extent that such




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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





amounts are not at the time required to be paid to the Owner pursuant to said Section 4.06,
and any amounts of insurance proceeds for damage to the Indenture Estate received directly or
through the Owner from any insurer pursuant to Section 4.08 with respect thereto as the result of
an Event of Loss, to the extent such amounts are not at the time required to be paid to the Owner
pursuant to said Section 4.08, shall be applied as provided in clause (a) of this Section 3.02
provided, however, that if a Replacement Unit or Units shall be substituted for the
Unit or Units subject to such Event of Loss as provided in Section 4.06 hereof, any insurance,
condemnation or similar proceeds which result from such Event of Loss and are paid over to the
Indenture Trustee shall be held by the Indenture Trustee as permitted by Section 7.04 hereof
(provided that such moneys shall be invested as provided in Section 7.04(b) hereof) as additional
security for the obligations of Owner under Operative Agreements and such proceeds (and such
investment earnings), to the extent not theretofore applied as provided herein, shall be released
to the Owner at the Owner’s written request upon the release of such Unit or Units and the
replacement thereof as provided herein. No Make-Whole Amount shall be due and payable on the
Equipment Notes as a consequence of the redemption of the Equipment Notes as a result of an Event
of Loss with respect to any Unit.




     3.03. Payments after Event of Default. Except as provided in Section 3.04 hereof, all
payments received and amounts realized by the Indenture Trustee after an Event of Default shall
have occurred and be continuing and after the Indenture Trustee has declared the Equipment Notes to
be accelerated pursuant to Section 5.02 (or the Equipment Notes shall have otherwise become
immediately due and payable as provided therein) or has elected to foreclose or otherwise exercise
any remedies under this Indenture (including any amounts realized by the Indenture Trustee from the
exercise of any remedies pursuant to Article V), as well as all payments or amounts then held or
thereafter received by the Indenture Trustee as part of the Indenture Estate while such Event of
Default shall be continuing, shall be distributed forthwith by the Indenture Trustee in the
following order of priority:




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




     Second, so much of such payments or amounts as shall be required to reimburse
the holders of the Equipment Notes for payments made by them to the Indenture Trustee
pursuant to Section 6.03 (to the extent not previously reimbursed), and to pay such holders
of the Equipment Notes the amounts payable to them pursuant to the provisions of the
Participation Agreement or this Indenture (other than the sums referred to in clause Third
below), shall be distributed to such holders of the Equipment Notes, without priority of one
over the other, in accordance with the amount of the payment or payments made by, or payable
to, each such holder;




     Third, so much of such payments or amounts remaining as shall be required to
pay the principal of, and Make-Whole Amount, if any, and accrued interest (to the date of
distribution) on all Equipment Notes, payable to the Note Holders, then due and payable,



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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





whether by declaration of acceleration pursuant to Section 5.02 or otherwise, and in
case the aggregate amount so to be distributed shall be insufficient to pay in full the
aforesaid amounts, then, ratably, without priority of one over the other, in the proportion
that the aggregate unpaid principal amount of all Equipment Notes held by each such Note
Holders, plus the accrued but unpaid interest thereon to the date of distribution, bears to
the aggregate unpaid principal amount of all Equipment Notes, plus the accrued but unpaid
interest thereon to the date of distribution; and




     Fourth, the balance, if any, of such payments or amounts remaining thereafter
shall be distributed to the Owner free and clear of the Lien of this Indenture.



     No Make-Whole Amount shall be due and payable on the Equipment Notes as a consequence of the
acceleration of the Equipment Notes as a result of an Event of Default.



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



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



     3.05. Payments to the Owner. Any amounts to be distributed hereunder by the Indenture
Trustee to the Owner shall be paid to the Owner (within the time limits contemplated by
Section 2.03) by wire transfer of funds of the type received by the Indenture Trustee at such
office and to such account or accounts of such entity or entities as shall be designated by notice
from the Owner to the Indenture Trustee from time to time.



ARTICLE IV




COVENANTS OF THE OWNER




     4.01. Marking of Equipment.



          (a) Duty to Number and Mark Equipment. The Owner will, on or prior to the Closing
Date, cause, and as soon as practicable after the date on which an Indenture Supplement is executed
and delivered in respect of a Replacement Unit pursuant to Section 4.06(b), the Owner will cause,
each Unit to be numbered with a reporting mark shown on the Indenture Supplement dated the date on
which such Unit was delivered and covering such Unit, and will




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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




from and after such date keep and maintain, plainly, distinctly, permanently and conspicuously
marked by a plate or stencil printed in contrasting colors upon each side of each Unit, in letters
not less than one inch in height, a legend substantially as follows:




     “OWNERSHIP SUBJECT TO A SECURITY AGREEMENT FILED WITH THE SURFACE TRANSPORTATION BOARD”


with appropriate changes thereof and additions thereto as from time to time may be required by law
in order to protect the rights of the Indenture Trustee. Except as provided hereinabove, the Owner
will not place any such Units in operation or exercise any control or dominion over the same until
the required legend shall have been so marked on both sides thereof, and will replace promptly any
such word or words in such legend which may be removed, defaced, obliterated or destroyed. The
Owner will not change the reporting mark of any Unit except in accordance with a statement of new
reporting marks to be substituted therefor, which statement shall be delivered by the Owner to the
Indenture Trustee prior to or contemporaneously with such change. A supplement to this Indenture,
with respect to such new reporting marks, shall, prior to or contemporaneously with the
substitution of such reporting marks, be filed or recorded in all public offices where this
Indenture shall have been filed or recorded. The costs and expenses of all such supplements,
filings and recordings shall be borne by the Owner.




     4.02. Prohibition Against Certain Designations. Except as above provided, the Owner
will not allow the name of any Person to be placed on any Unit as a designation that might
reasonably be interpreted as a claim of ownership; provided, however, that subject
to the delivery of the statement of new reporting marks specified in Section 4.01, the Owner may
cause the Equipment to be lettered with the names or initials or other insignia customarily used by
the Owner or any lessee under a Permitted Lease or any of their respective Affiliates on railroad
equipment used by it of the same or a similar type for convenience of identification of the right
of the Owner to use the Equipment hereunder or any permitted lessee to use the Equipment pursuant
to a lease permitted hereby.



     4.03. Liens. The Owner will not directly or indirectly create, incur, assume, permit
or suffer to exist any Lien on or with respect to any Unit, title thereto or the Owner’s interest
therein, except Permitted Liens and Liens described in Sections 5.1(a) and 5.1(b) of the
Participation Agreement. The Owner shall promptly, at its own expense, take such action or cause
such action to be taken as may be necessary to duly discharge (by bonding or otherwise) any such
Lien not excepted above if the same shall arise at any time.



     4.04. Maintenance; Possession; Compliance with Laws.



          (a) Maintenance and Operation. The Owner, at its own cost and expense, shall
maintain, repair and keep each Unit, (i) according to prudent industry practice, in good working
order, and in good physical condition for railcars of a similar age and usage, normal wear and tear
excepted, (ii) in a manner consistent with maintenance practices used by the Owner in respect of
equipment owned or leased by the Owner similar in type to such Unit, (iii) in accordance in all
material respects with all manufacturer’s warranties in effect and in accordance with all
applicable provisions, if any, of insurance policies required to be maintained pursuant to
Section 4.07, (iv) in compliance in all material respects with any applicable laws and




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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





regulations, including, without limitation, the Field Manual of the AAR, FRA rules and
regulations and Interchange Rules as they apply to the maintenance and operation of the Equipment
in interchange regardless of upon whom such applicable laws and regulations are nominally imposed
and (v) in a condition mechanically suitable for interchange by an operator in revenue service;
provided, however, that the Owner may, in good faith and by appropriate proceedings
diligently conducted, contest the validity or application of any such standard, rule or regulation
in any reasonable manner which does not materially interfere with the use, possession or operation
of any of the Units or materially adversely affect the rights or interests of the Indenture Trustee
in the Equipment or hereunder or otherwise expose the Indenture Trustee or the Loan Participant to
criminal sanctions. In no event shall the Owner discriminate as to the use or maintenance of any
Unit (including the periodicity of maintenance or record keeping in respect of such Unit) as
compared to equipment of a similar nature which the Owner owns or leases. The Owner will maintain
all records, logs and other materials required by relevant industry standards or any governmental
authority having jurisdiction over the Units required to be maintained in respect of any Unit.




          (b) Possession. The Owner shall be entitled to the possession of the Equipment and to
the use of the Equipment by it or any Affiliate, in the United States and, subject to the remaining
provisions of this Section 4.04(b) and Section 4.04(c), Canada and Mexico, only in the manner for
which it was designed and intended and so as to subject it only to ordinary wear and tear. In no
event shall the Owner make use of any Equipment in any jurisdiction not included in the insurance
coverage required by Section 4.07. Notwithstanding the foregoing, no more than 20% of the Units
shall at any time be used or located in Mexico so long as Mexican law does not afford rights,
remedies and protections to the Indenture Trustee comparable to U.S. law and unless the Owner shall
first have taken all actions necessary so as to protect the interest of the Indenture Trustee in
the Equipment in Mexico and shall have furnished the Indenture Trustee with an opinion of Mexican
counsel, such counsel and opinion to be reasonably satisfactory to such parties, to the effect that
all such filings and recordings of the related Operative Agreements have been taken and effected
under Mexican law.




          (c) Lease. The Owner shall be entitled, without the prior approval of the Indenture
Trustee, to enter into a lease for any Unit or Units (pursuant to a car service contract or
otherwise) to, or to grant permission for the use thereof under car contracts by, (i) a railroad
company or companies incorporated under the laws of the United States of America or any state
thereof or the District of Columbia, Canada or any province thereof, or Mexico or any state thereof
(subject in all cases to Section 4.04(b)), upon lines of railroad owned or operated by such
railroad company or companies or over which such railroad company or companies have trackage rights
or rights for operation of their trains, and upon connecting and other carriers in the usual
interchange of traffic or (ii) responsible companies (i.e., a company with which the Owner would do
business in the ordinary course of the Owner’s business with respect to railcars which it owns,
leases or manages) other than railroad companies for use in their business (leases to such lessees
described in (i) and (ii) being herein referred to as “Permitted Leases”). All Permitted Leases
shall include appropriate provisions so that such leases (i) either (A) shall in all events be
expressly subject and subordinate to this Indenture and the rights and interests of Indenture
Trustee and its respective successors and assigns hereunder or (B) shall be assigned to the
Indenture Trustee, and its successors and assigns, as security for the Owner’s obligations under
the Owner Agreements, shall not contain purchase options binding on the Owner without




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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





action or consent by the Indenture Trustee, shall have been entered into on an arm’s-length
basis and shall, on the date entered into, be on commercially reasonable terms and the Indenture
Trustee and its successors and assigns agree to deliver a non-disturbance agreement to the relevant
lessee, (ii) if such Permitted Lease is not expressly subject and subordinate to this Indenture,
such Permitted Lease shall not be for a term which extends beyond the Final Maturity Date and
(iii) contain inspection rights in favor of the Owner and its designees. In the event the Owner
desires to lease one or more Units under a non-subject and subordinated Permitted Lease for a term
which extends beyond the Final Maturity Date, the Owner will have the option to replace such Unit
with another unit in accordance with and subject to the provisions of Section 4.06(b) and 4.06(c).
No Permitted Lease entered into by the Owner hereunder shall relieve the Owner of any liability or
obligation hereunder, which shall be and remain those of a principal and not a surety. Nothing in
this Section 4.04(c) shall be deemed to constitute permission to any Person in possession of any
Unit pursuant to any such lease to take any action inconsistent with the terms and provisions of
this Indenture or any of the other Operative Agreements. All reasonable costs and expenses of the
Indenture Trustee (including, without limitation, reasonable legal fees, costs and expenses of
special counsel) incurred in connection with any lease pursuant to this Section 4.04(c) shall be
paid by the Owner.




          (d) Replacement for Valid Business Reasons. The Owner shall be entitled at any time
(but not more than twice in any calendar year), provided no Material Default or Event of Default
shall have occurred and be continuing, without the prior approval of the Indenture Trustee, when
for valid business reasons arising in the ordinary course of business (including without limitation
responding to customer requests, meeting subordination or assignment requirements, controlling
foreign use and avoiding defaults), to replace any Unit or Units with another unit or units of
either (x) the same car type or (y) other car types as may be approved by the Indenture Trustee
(such approval not to be unreasonably withheld), in accordance with the provisions hereof and of
Section 4.06(b)(i) and 4.06(c) by delivering to the Indenture Trustee, not less than 15 days prior
to such replacement, a written notice stating that the Owner has exercised its option hereunder and
advising the Indenture Trustee of the date on which the Unit to be replaced will be so replaced and
appropriately identifying the Unit to be replaced and the Replacement Unit or Replacement Units.
Such notice shall be accompanied by an Officer’s Certificate stating that such replacement is
required for valid business reasons arising in the ordinary course of the Owner’s business and
briefly setting forth the reasons therefor. On the date specified for replacement in the notice
delivered by the Owner in connection therewith, the Owner shall make each Replacement Unit subject
to the Lien of this Indenture, the Indenture Trustee shall release the replaced Unit from the Lien
of this Indenture and the Indenture Trustee and the Owner shall deliver to each other such
documents and other instruments as are required by Section 4.06(c).




     4.05. Modifications.



          (a) Required Modifications. In the event the AAR, the United States Department of
Transportation, or any other United States or state governmental agency or any other applicable law
requires that any Unit be altered, replaced or modified whether such requirement is imposed on the
owner or for use in the ordinary course by an operator in accordance with the terms hereof (a
“Required Modification”), the Owner agrees to make such Required Modification at its own expense;
provided, however, that the Owner may, in good faith




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and by appropriate proceedings diligently conducted, contest the validity or application of
any such law, regulation, requirement or rule in any reasonable manner which does not materially
interfere with the use, possession, operation or return of any Unit or materially adversely affect
the rights or interests of the Indenture Trustee in the Equipment or hereunder or otherwise expose
the Indenture Trustee or the Loan Participant to criminal sanctions. Notwithstanding anything
herein to the contrary, if the Owner determines in good faith that any Required Modification to a
Unit would be economically impractical, in lieu of making the Required Modification as provided
above, the Owner may provide written notice of such determination to the Indenture Trustee and
treat such Unit as if an Event of Loss had occurred as of the date of such written notice with
respect to such Unit and in such event the provisions of Sections 4.06(b) and 4.06(c) shall apply
with respect to such Unit; provided that the Owner shall not discriminate against such Unit
in making such determination of economic impracticality as compared with other equipment of the
same type as such Unit which is owned or leased by the Owner.




          (b) Optional Modifications. The Owner at any time may in its discretion and at its
own cost and expense modify, alter or improve any Unit in a manner which is not required by
Section 4.05(a) (a “Modification”); provided that no Modification shall diminish the fair market
value, utility or remaining economic useful life of such Unit below the fair market value, utility,
or remaining economic useful life thereof immediately prior to such Modification, in any non de
minimis respect, assuming such Unit was then in the condition required to be maintained by the
terms of this Indenture, provided that the Owner shall not discriminate against such Unit
in making such modification, alteration or improvement as compared with other equipment of the same
type as the Unit and which are owned or leased by the Owner. If the Owner shall at its cost cause
any Severable Modifications to be made to any Unit, the Owner may, at any time, remove such
Severable Modifications at its cost and expense and the Owner shall, at its expense, repair any
damage resulting from the removal of any such Severable Modifications in a manner consistent with
Section 4.04(a).




          (c) Additions Subject to Indenture. All parts incorporated or installed in or
attached or added to the Equipment pursuant to Section 4.05(a) and all Non-Severable Modifications
made pursuant to Section 4.05(b) shall, without further act, become subject to the Lien of this
Indenture.




          (d) Removal of Property; Replacements. The Owner may, in the ordinary course of
maintenance or repair of any Unit, remove any item of property constituting a part of such Unit,
and unless the removal of such item is required by Section 4.05(a) hereof, the Owner shall replace
such item as promptly as practicable by an item of property that is free and clear of all Liens
(other than Permitted Liens) and in as good operating condition as, and with a fair market value,
utility and remaining economic useful life at least equal to, the item of property being replaced,
assuming that such replaced item was in the condition required to be maintained by the terms of
this Indenture. All items at any time removed from such Unit in the ordinary course of maintenance
and repair as provided in the preceding sentence shall remain subject to the Lien of this
Indenture, no matter where located, until such time as such items shall be replaced in accordance
with the terms specified above. Upon any replacement item of property becoming incorporated or
installed in or attached to any Unit, without further act, (i) such replacement part shall become
subject to the Lien of this Indenture and (ii) the replaced item of property shall no longer be
subject to the Lien of this Indenture. Upon request of the Owner, the




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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





Indenture Trustee shall, at the Owner’s expense, execute and deliver to the Owner such
documents as may be reasonably required to evidence the release of any replaced item of property
from the Lien of this Indenture.




     4.06. Loss, Destruction, Requisition, Etc.



          (a) Event of Loss. In the event that (a) any Unit (i) shall suffer damage or
contamination which, in the Owner’s reasonable judgment (as evidenced by an Officers’ Certificate
to such effect), makes repair uneconomic or renders such Unit unfit for commercial use, (ii) shall
suffer destruction, or shall suffer theft or disappearance (after reasonable efforts by the Owner
to locate the same) for a period exceeding 12 months, (iii) shall be permanently returned to the
manufacturer pursuant to any patent indemnity provisions, (iv) shall have title thereto taken or
appropriated by any governmental authority, agency or instrumentality under the power of eminent
domain or otherwise, or (v) shall be taken or requisitioned for use by any governmental authority
or any agency or instrumentality thereof other than of the United States or Canada under the power
of eminent domain or otherwise for a period in excess of 365 days or (b) the Owner makes the
determination set forth in Section 4.05(a) (any such occurrence being hereinafter called an “Event
of Loss”), the Owner, in accordance with the terms of Section 4.06(b), shall promptly and fully
inform the Indenture Trustee of such Event of Loss.




          (b) Replacement or Payment upon Event of Loss. Upon the occurrence of (x) an Event of
Loss or the deemed occurrence of an Event of Loss pursuant to Section 4.06(a) or (y) an election to
replace pursuant to Section 4.04(c) or 4.04(d), with respect to any Unit, the Owner shall as soon
as reasonably practical and in any event within 60 days after a Responsible Officer of the Owner
shall have actual knowledge of such occurrence or election give the Indenture Trustee notice of
such occurrence of such Event of Loss or election to replace (which notice shall identify the Unit
involved) and then within the 60-day period following such notice give the Indenture Trustee notice
as to which of the following options the Owner shall elect to perform (it being agreed that if the
Owner shall fail to give notice of such election, the Owner shall be deemed to have elected to
perform the option set forth in Section 4.06(b)(ii)):





          (i) Upon the Owner’s election to perform under this clause (i), as promptly as
practicable following such election, and in any event on or before the 90th day following
the date of notice of such Event of Loss or deemed Event of Loss pursuant to
Section 4.06(a), or the date the Owner exercises an option to replace pursuant to
Section 4.04(c) or 4.04(d), as the case may be, the Owner shall comply with Section 4.06(c)
and shall replace such Unit with a Replacement Unit of the same car type of the same or
newer model year (or otherwise approved by Indenture Trustee, which approval shall not be
unreasonably withheld), and free and clear of all Liens (other than Permitted Liens) and to
have a fair market value, utility, remaining economic useful life and condition at least
equal to the Unit so replaced (assuming such Unit was in the condition required to be
maintained by the terms of this Indenture); provided that, if, at the time of such
replacement, only railcars (x) of a newer model year or (y) with a greater fair market value
than the replaced Units are available as Replacement Units, the Owner shall make such
Replacement Unit subject to the Lien of this Indenture but the Owner may, at a later date,
replace such Replacement Units with other Units that are closer in fair market value to the
original replaced Units; provided further that, if the Owner shall



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elect the option under this clause (i) within such period but shall fail to perform its
obligation to effect such replacement under this paragraph (i) within the 90-day period
hereinabove provided for, then at the end of such 90-day period the Owner shall immediately
give the Indenture Trustee notice of such failure and specify that the Owner shall pay to
Indenture Trustee on the next succeeding Payment Date that is at least 30 days after the end
of such 90-day period the amounts specified in paragraph (ii) below as of such next
succeeding Payment Date, and the Owner shall pay such amounts on such Payment Date provided
further that the Owner shall have no right to elect replacement under this clause (i) if at
the time of the notice of the Owner’s election to replace under Section 4.06(b) above a
Material Default or Event of Default shall have occurred and be continuing; or




          (ii) on the Payment Date which is not less than 30 days following the date of notice of
the Owner’s election to perform under this clause (ii), the Owner shall prepay the related
Equipment Notes in accordance with Section 2.09(a);


provided, that if the Owner elects to replace any Unit pursuant to clause (i) above, the Owner
shall not be required to replace Equipment pursuant to clause (i) above in respect of any Event of
Loss more than two (2) times in any calendar year; provided that any replacement shall be made no
later than the next Payment Date that is not less than 60 days from the end of the 90 day period
provided for in clause (i) above, other than in respect of an Event of Loss that has occurred in
such calendar year with respect to more than 5% of the Units in the aggregate (which shall be made
as set forth in clause (i)).




          (c) Disposition of Equipment; Replacement of Unit. In connection with the replacement
of any Unit or Units under this Section 4.06(c), the Owner will make such Unit subject to the Lien
of this Indenture and (A) cause an Indenture Supplement for such Replacement Unit, to be delivered
to the Indenture Trustee for execution and, upon such execution, to be filed for recordation in the
same manner and within the same time periods as provided for the original Indenture Supplement,
(B) furnish the Indenture Trustee with an opinion of the Owner’s counsel (which may be the Owner’s
General Counsel or Assistant General Counsel) describing all filings and recordings and other
actions necessary or appropriate to protect the interests of the Indenture Trustee in the
Replacement Units and confirming that there are no Liens of record with the STB under the name of
the Owner with respect to the Replacement Units (other than Permitted Liens), (C) furnish the
Indenture Trustee with an engineer’s certificate (which may be from an employee of the
Owner) certifying as to the utility, condition, model year and remaining useful life required under
clause (i) of Section 4.06(b), (D) furnish to the Indenture Trustee an Officer’s Certificate
certifying that the Replacement Unit has a fair market value, utility, model year and remaining
economic useful life and condition at least equal to the Unit being replaced and is free and clear
of all Liens (other than Permitted Liens), and (E) furnish such other documents and evidence as the
Indenture Trustee, or its counsel, may reasonably request in order to establish the consummation of
the transactions contemplated by this Section 4.06(c). For all purposes hereof, (i) the Owner
shall be deemed to have complied with the requirements of this Section 4.06(c) as of the date of
its delivery to the Indenture Trustee of the documents and instruments referred to in the foregoing
clauses (A) through (E), signed by the Owner or its counsel, as applicable, in due form for any
required filing or recording, and such filing or recording shall have been made if such documents
and




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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




instruments have been executed and delivered by the Owner or Indenture Trustee or both of them
in a timely manner, and (ii) following the transactions described in this Section 4.06(c), the
Replacement Unit shall be deemed part of the Indenture Estate and the Replacement Unit shall be
deemed a “Unit” of Equipment as defined herein. Upon consummation of a replacement, the Indenture
Trustee shall at the Owner’s written request execute and deliver to the Owner an appropriate
instrument prepared by the Owner releasing such replaced Unit from the lien of this Indenture. The
Owner shall pay all reasonable out of pocket costs and expenses (including reasonable legal fees
and expenses) incurred by the Indenture Trustee in connection with any replacement pursuant to this
Section 4.06(c).




          (d) Eminent Domain. In the event that the use of any Unit is requisitioned or taken
by any governmental authority under the power of eminent domain or otherwise for a period which
does not constitute an Event of Loss, all of the Owner’s obligations under the Operative Agreements
shall continue for the duration of such requisitioning or taking. The Owner shall be entitled to
receive and retain for its own account all sums payable for any such period by such governmental
authority as compensation for requisition or taking of possession. Any amount referred to in this
Section 4.06(d) or in Section 4.07 which is payable to the Owner shall not be paid to the Owner, or
if it has been previously paid directly to the Owner, shall not be retained by the Owner, if at the
time of such payment a Material Default or an Event of Default shall have occurred and be
continuing, but shall be paid to and held by the Indenture Trustee, as security for the obligations
of the Owner under this Indenture, and at such time as there shall not be continuing any such
Material Default or Event of Default, such amount shall be paid to the Owner.




     4.07. Insurance. The Owner will, subject to the right to self-insure as set forth
below, so long as the Lien of the Indenture is in effect, at its own expense, keep or cause to be
kept each Unit insured by a reputable insurance company or companies in amounts and against risks
and with deductibles and terms and conditions not less than the insurance, if any, maintained by
the Owner with respect to similar equipment which it owns or leases, but in no event shall such
coverage be for amounts or against risks less than the prudent industry standard for companies
engaged in full service leasing of railcars. Without limiting the foregoing, the Owner will in any
event:



          (a) keep each Unit of the Equipment insured against physical damage in an amount not less than
105% of the product obtained by multiplying the then aggregate unpaid principal amount of the
related Equipment Note by a fraction, the numerator of which is the Equipment Cost for such Unit
and the denominator of which is the aggregate Equipment Cost of all Units of the same Basic Group
then included in the Indenture Estate (the “Agreed Value”); and




          (b) maintain public liability insurance naming the Indenture Trustee as an additional insured
(but only with respect to liability arising out of or related to the Operative Agreements and the
Equipment) against bodily injury, death or property damage arising out of the use or operation of
the Equipment with general and excess liability limits of not less than $50,000,000 per occurrence
or in the aggregate.






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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




     It is understood and agreed that the insurance required hereunder may be part of a
company-wide insurance program, including risk-retention and self-insurance. Any policy of
insurance maintained in accordance with this Section 4.07 and any policy purchased in substitution
or replacement for any of such policies shall provide that if any such insurance is cancelled or
terminated for any reason whatever (other than upon normal policy expiration), the Indenture
Trustee shall receive 30 days’ prior written notice of such cancellation or termination.



     4.08. Physical Damage Insurance.



          (a) The insurance maintained pursuant to Section 4.07(a) shall provide that (i) the proceeds
up to the Agreed Value, for any loss or damage to any Unit shall be made to the Indenture Trustee
under a standard loss payable clause, and thereafter to the Owner and (ii) the Owner will be
entitled, at its own expense, to make all proofs of loss and take all other steps necessary to
collect the proceeds of such insurance.




          (b) In lieu of maintaining the physical damage insurance required by 4.07(a), the Owner may
self-insure with respect to any or all of the insurance under the Owner’s risk management programs
and in keeping with the risk management programs assumed by corporations of established reputations
engaged in the same business, and provided that any such self-insurance will be comparable in all
material respects to self-insurance provisions generally applicable to other comparable equipment
owned by or leased to the Owner.




          (c) Any proceeds of any property insurance or third party payments for damages to any Unit
received by the Owner or the Indenture Trustee (x) that are equal or less than the Threshold
Amount, shall be paid over to, or retained by, the Owner and (y) that are greater than the
Threshold Amount, shall be paid over to, or retained by the Indenture Trustee until the repairs
referred to in clause (i) below are made as specified therein or payment of the amount required to
be paid under Section 2.09(a) is made, and such entire proceeds will be paid either:





          (i) to the Owner promptly following receipt by the Indenture Trustee of a written
application signed by the Owner for payment to the Owner for repairing or restoring the
Units which have been damaged so long as (1) the Owner shall have complied with the
applicable provisions of this Indenture, and (2) the Owner shall have certified that any
damage to such Units shall have been fully repaired or restored; or




          (ii) if the Lien of this Indenture is released with respect to such Unit because of an
Event of Loss and the Owner has paid the amount required to be paid under Section 2.09(a) as
a result thereof, such proceeds shall be promptly paid over to, or retained by, the Owner.



     4.09. Public Liability Insurance.



          (a) The public liability insurance referred to in Section 4.07(b) shall (i) provide that in as
much as such policies cover more than one insured, all terms, conditions, insuring agreements and
endorsements, with the exception of limits of liability and liability for premiums, commissions,
assessments or calls (which shall be solely a liability of the Owner), shall operate in the same
manner as if there were a separate policy or policies covering each



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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




insured, (ii) waive any rights of subrogation of the insurers against the Indenture Trustee,
(iii) provide that the Indenture Trustee shall not have any responsibility for any insurance
premiums, whether for coverage before or after cancellation or termination of any such policies as
to the Owner and (iv) be primary without contribution from any similar insurance maintained by the
Indenture Trustee.




          (b) The Owner shall use its reasonable efforts to obtain public liability insurance policies
stipulating that coverage thereunder will not be invalidated (as to the Indenture Trustee) due to
any action or inaction of the Owner or any other Person (other than the Indenture Trustee), but
shall be under no obligation to obtain such policies containing such stipulations if they are not
available to the Owner at commercially reasonable rates in the markets in which the Owner has then
placed its insurance program.




          (c) In the event any public liability insurance policy or coverage thereunder which is
required to be maintained under Section 4.07(b) shall not be available to the Owner in the
commercial insurance market on commercially reasonable terms, the Indenture Trustee shall not
unreasonably withhold its agreement to waive such requirement. The Owner shall make written
request for any such waiver in writing, accompanied by written reports prepared, at the Owner’s
option, either by (i) one independent insurance advisor chosen by the Owner and the Indenture
Trustee or (ii) three independent insurance advisors, one chosen by the Indenture Trustee, one
chosen by Owner and one chosen by the other two advisors (one of which may be the regular insurance
broker of the Owner), in either case, such independent insurance advisors being of recognized
national standing. The fees and expenses of all such advisors shall be paid by the Owner. The
written reports required hereunder shall (x) state that such insurance (or the required coverage
thereunder) is not reasonably available to the Owner at commercially reasonable premiums in the
commercial insurance markets within which the Owner normally purchases its insurance from insurers,
acceptable to the Owner, with a Best’s rating of A- or better for railcars of similar type and
capacity and (y) explain in detail the basis for such conclusions. Upon the granting of any such
waiver, the Owner shall within 15 days thereafter certify to the Indenture Trustee in writing the
cost (on a fleet-wide basis) of liability insurance premiums for the coverage required by
Section 4.07(b) for the immediately preceding fiscal year; and in the event that any such
certificate is not received by the Indenture Trustee within such 15 day period, any such waiver
shall be deemed revoked. At any time after the granting of such waiver, but not more often than
once a year, the Indenture Trustee may make a written request for a supplemental report (in form
reasonably acceptable to the Indenture Trustee) from such insurance advisor(s) updating the prior
report and reaffirming the conclusions set forth therein. The Owner shall provide any such
required supplemental report within 60 days after receipt of the written request therefor. Any
such waiver shall be effective for only as long as such insurance is not reasonably available to
the Owner in the commercial markets in which the Owner normally purchases its insurance at
commercially reasonable rates, it being understood that the failure of the Owner to furnish timely
any such supplemental report shall be conclusive evidence that such condition no longer exists. If
such supplemental report shows that such coverage is available, the Owner shall within 90 days of
such report obtain such insurance coverage. During any period with respect to which such waiver
has been granted and remains in effect under this Section 4.09, the Owner shall obtain public
liability insurance as set forth in Section 4.07(b) from such carriers, in such amounts and with
coverage limits and deductibles as is prudent under the circumstances, but in any event in an
amount that may be purchased for a



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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




premium equal to 110% of the Owner’s cost (on a fleet-wide basis) of public liability
insurance premiums for the coverage required by Section 4.07(b) for the fiscal year immediately
preceding the fiscal year in which such waiver first was granted.




     4.10. Certificate of Insurance. The Owner shall, prior to the Closing Date and when
the renewal certificate referred to below is sent (but in any event not less than annually),
furnish the Indenture Trustee with a certificate signed by the insurer or an independent insurance
broker describing the insurance then maintained by the Owner or any Permitted Lessee under a
Permitted Lease pursuant to this Section. With respect to any renewal policy or policies,
certificates or binders evidencing such renewal shall be furnished as soon as practicable, but in
no event later than 30 days after the earlier of the date such renewal is effected or the
expiration date of the original policy or policies. Simultaneously, with the furnishing of such
certificate, the Owner will provide appropriate evidence, reasonably satisfactory to the Indenture
Trustee, that all premiums due on such insurance have been paid.



     4.11. Additional Insurance. In the event that the Owner shall fail to maintain
insurance as herein provided, in Section 4.07 or, if applicable, Section 4.09, the Indenture
Trustee may at its option, upon prior written notice to the Owner (provided Owner has not procured
the necessary insurance in the interim and notified the Indenture Trustee in reasonable detail of
the procurement, coverage and term thereof), provide such insurance and, in such event, the Owner
shall, upon demand from time to time, reimburse the Indenture Trustee for the cost thereof together
with interest from the date of payment thereof at the Late Rate, on the amount of the cost to the
Indenture Trustee of such insurance which the Owner shall have failed to maintain. If after the
Indenture Trustee has provided such insurance, the Owner then obtains the coverage provided for in
Section 4.07 which was replaced by the insurance provided by the Indenture Trustee, and the Owner
provides the Indenture Trustee with evidence of such coverage reasonably satisfactory to the
Indenture Trustee, the Indenture Trustee shall cancel the insurance it has provided pursuant to the
first sentence of this paragraph. In such event, the Owner shall reimburse the Indenture Trustee
for all costs to the Indenture Trustee of cancellation, including without limitation any short rate
penalty, together with interest from the date of the Indenture Trustee’s payment thereof at the
Late Rate. In addition, at any time the Indenture Trustee (either directly or in the name of Loan
Participant) or the Loan Participant may at its own expense carry insurance with respect to its
interest in the Units, provided that such insurance does not interfere with the Owner’s ability to
insure the Equipment as required by Article IV or adversely affect the Owner’s insurance or the
cost thereof, it being understood that all salvage rights to each Unit shall remain with the
Owner’s insurers at all times. Any insurance payments received from policies maintained by the
Indenture Trustee or the Loan Participant pursuant to the previous sentence shall be retained by
the Indenture Trustee or the Loan Participant, as the case may be, without reducing or otherwise
affecting the Owner’s obligations hereunder.



     4.12. Duty of Owner to Furnish. On or before April 30, 2009, and on or before each
April 30 thereafter, the Owner will furnish to the Indenture Trustee an accurate statement, as of
the preceding December 31, (a) showing the amount, description and reporting marks of the Units
then subject to the Lien of this Indenture, the amount, description and reporting marks of all
Units that may have suffered an Event of Loss during the 12 months ending on such December 31 (or
since the Closing Date, in the case of the first such statement), and such other information
regarding the condition or repair of the Equipment as the Indenture Trustee may



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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





reasonably request and (b) stating that the Owner is not aware of any condition of any Unit
which would cause such Unit not to comply in any material respect with the rules and regulations of
the FRA and the interchange rules of the Field Manual of the AAR as they apply to the maintenance
and operation of the Equipment in interchange, except as specified therein.



     4.13. Inspection Rights. The Indenture Trustee shall have the right, but not the
obligation, at its sole cost, expense (unless an Event of Default exists, in which event any such
inspection shall be at the Owner’s expense) and risk (including, without limitation, the risk of
bodily injury or death), by its authorized representatives, to inspect (a) the Equipment and the
Owner’s records with respect thereto, and (b) following the occurrence of an Event of Default and
during the continuance thereof, any Permitted Lease (provided, that if such Permitted Lease is
subject and subordinate to this Indenture, the Indenture Trustee shall only have the right to
review the subject and subordinate provision of such Permitted Lease and not any other terms or
provisions thereof) and the Owner’s records with respect thereto (for the avoidance of doubt, there
shall be no limitation on the right to inspect any Permitted Lease that is not subject and
subordinate to this Indenture); provided, that the Indenture Trustee shall not have the
right to inspect any records of the Owner with respect to any Permitted Lease or the Equipment that
contain competitive or confidential information as determined by the Owner in its reasonable
discretion. All inspections shall be conducted during the Owner’s normal business hours, on the
Owner’s premises or in areas that are the premises of a lessee to which the Owner has reasonable
access or pursuant to the Owner’s inspection rights under any Permitted Lease (provided all
requests with respect to a Permitted Lease shall be made through the Owner and exercise of such
inspection rights shall be made during the normal business hours of the Permitted Lessee and may
not disturb any of the Permitted Lessee’s rights under the Permitted Lease), and upon reasonable
prior notice to the Owner. The Owner shall not be liable for any injury to, or the death of, any
Person exercising, either on behalf of the Indenture Trustee or any prospective user, the rights of
inspection granted under this Section 4.13 unless caused by the Owner’s gross negligence or willful
misconduct. No inspection pursuant to this Section 4.13 shall interfere with the use, operation or
maintenance of the Equipment or the ordinary course of the Owner’s or any lessee’s business. The
Owner shall not be required to undertake or incur any additional liabilities in connection
therewith except as is reasonably required to facilitate the normal exercise of inspection rights
in accordance with the terms hereof.



ARTICLE V




REMEDIES OF THE INDENTURE TRUSTEE

UPON AN EVENT OF DEFAULT




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



          (a) default by the Owner in making any payment when due (i) of principal of, Make-Whole
Amount, if any, or interest on, any Equipment Note or Equipment Notes, and the continuance of such
default unremedied for 10 Business Days after the same shall have become due and payable or
(ii) any other amount payable by it to the Note Holders under this Indenture or the Participation
Agreement when due, and such failure shall continue for a period in excess



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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





of 30 days after the Owner has received written notice from the Indenture Trustee of the
failure to make such payment when due; or




          (b) The Owner shall fail to maintain in effect the insurance required by Article IV and such
failure shall not have been waived as provided for therein; or




          (c) The Owner shall make or permit any lease, assignment or transfer of the Equipment or any
portion thereof not permitted by this Indenture, provided that such unauthorized lease,
assignment or transfer shall not constitute an Event of Default for a period of 45 days after the
occurrence thereof so long as (i) such unauthorized possession is not the result of any willful
action of the Owner and (ii) such unauthorized possession is capable of being cured and the Owner
diligently pursues such cure throughout such 45-day period; or




          (d) The Owner shall fail to observe or perform any of the covenants or agreements to be
observed or performed by the Owner in Section 5.4(d) of the Participation Agreement, and such
failure shall continue unremedied for 30 days during which period the Owner diligently pursues the
cure of such failure; or




          (e) any representation or warranty made by the Owner in any the Owner Agreement is untrue or
incorrect in any material respect as of the date of making thereof and such untruth or
incorrectness shall continue to be material and unremedied for a period of 30 days after receipt by
the Owner of written notice thereof from the Indenture Trustee; provided that, if such
untruth or incorrectness is capable of being remedied, no such untruth or incorrectness shall
constitute an Event of Default hereunder for a period of 90 days after receipt of such notice so
long as the Owner is diligently proceeding to remedy such untruth or incorrectness and shall in
fact remedy such untruth or incorrectness within such period; provided that such untrue or
incorrect representation or warranty shall be deemed to be remedied only after all adverse
consequences thereof, if any, have been remedied; or




          (f) The Owner shall (i) commence a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency
or other similar law now or hereafter in effect, or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of its property, or
(ii) consent to any such relief or to the appointment of or taking possession by any such official
in any voluntary case or other proceeding commenced against it, or (iii) admit in writing its
inability to pay its debts generally as they come due, or (iv) make a general assignment for the
benefit of creditors, or (v) take any corporate action to authorize any of the foregoing; or




          (g) an involuntary case or other proceeding shall be commenced against the Owner seeking
liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect, or seeking the appointment of a
trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of
its property, and such involuntary case or other proceeding shall remain undismissed and unstayed
for a period of 90 days; or




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     (h) The Owner shall fail to observe or perform any other of the covenants or agreements to be
observed or performed by the Owner under any Owner Agreement or any certificate and such failure
shall continue unremedied for 30 days after notice from the Indenture Trustee to the Owner,
specifying the failure and demanding the same to be remedied; provided that, if such
failure is capable of being remedied, and the remedy requires an action other than, or in addition
to, the payment of money, no such failure (other than one relating to the payment of such money)
shall constitute an Event of Default hereunder for a period of 180 days after receipt of such
notice so long as the Owner is diligently proceeding to remedy such failure and shall in fact
remedy such failure within such period;



provided that, notwithstanding anything to the contrary contained in this Indenture,
(i) any failure of the Owner to perform or observe any covenant or agreement herein (for the
avoidance of doubt other than related to the payment of money) shall not constitute an Event of
Default if such failure is caused solely by reason of an event referred to in the definition of
“Event of Loss” so long as the Owner is continuing to comply with the applicable terms of
Section 4.06 and (ii) with regard to any event or condition that results from an act or omission of
any lessee and that would, but for this proviso, constitute an Event of Default hereunder that
cannot be cured by the Owner without repossession of the applicable Units (such event or condition,
a “Lessee Default”), the occurrence or existence of such Lessee Default shall not constitute an
Event of Default until the earlier of (A) 180 days after the occurrence of such Lessee Default or
(B) 30 days after the Owner repossesses the applicable Units, or for such longer period (but in no
event to exceed 150 days) after the Owner repossesses the applicable Units as may be necessary for
the Owner to remedy such Lessee Default (such additional period being the “Additional Lease Cure
Period”), so long as the Owner is proceeding diligently to effect such repossession and upon such
repossession, the Owner is proceeding diligently to remedy such Lessee Default; provided,
that the Additional Lease Cure Period for any Unit shall not extend beyond the Final Maturity Date.




     5.02. Acceleration; Rescission and Annulment. If an Event of Default occurs and is
continuing, the Indenture Trustee may, and upon the directions of a Majority in Interest shall,
subject to Section 4.04, declare the unpaid principal amount of all Equipment Notes then
outstanding and accrued interest thereon to be due and payable, it being agreed that no Make-Whole
Amount or other premium should be payable in such event; provided that if an Event of Default
referred to in clause (f) and (g) of Section 5.01 hereof shall have occurred, then and in every
such case the unpaid principal amount of such Equipment Notes then outstanding, together with
accrued but unpaid interest thereon (but without Make-Whole Amount) and all other amounts due
hereunder and on or in respect of the Equipment Notes shall immediately and without further act
become due and payable without presentment, demand, protest or notice, all of which are hereby
waived. At any time after the Indenture Trustee has declared the unpaid principal amount of all
Equipment Notes then outstanding to be due and payable and prior to the sale of any of the
Indenture Estate pursuant to this Article V, a Majority in Interest, by written notice to the Owner
and the Indenture Trustee, may rescind and annul such declaration and thereby annul its
consequences if: (i) there has been paid to or deposited with the Indenture Trustee an amount
sufficient to pay all overdue installments of interest on the Equipment Notes, and the principal on
any Equipment Notes that has become due otherwise than by such declaration of acceleration,
(ii) the rescission would not conflict with any judgment or decree, and (iii) all other Defaults
and Events of Default, other than nonpayment of principal or interest



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on the Equipment Notes that have become due solely because of such acceleration, have been
cured or waived.



     5.03. Remedies with Respect to Indenture Estate. (a)  After an Event of Default shall
have occurred and so long as such Event of Default shall be continuing, then and in every such case
the Indenture Trustee, as mortgagee hereunder of the Equipment or otherwise, may, and when required
pursuant to the provisions of Article VI hereof shall, exercise any or all of the rights and powers
and pursue any and all of the remedies pursuant to this Article V and may recover judgment in its
own name as Indenture Trustee against the Indenture Estate and may take possession of all or any
part of the Indenture Estate, and may exclude the Owner and all persons claiming under any of them
wholly or partly therefrom and, without limiting the foregoing, shall have all of the rights and
remedies granted to a secured creditor under Article 9 of the Uniform Commercial Code; provided,
that the Indenture Trustee shall give the Owner twenty days’ prior written notice of its intention
to sell any Unit (which shall be deemed “commercially reasonable”); provided that the requirement
to provide such notice will be satisfied upon the giving of the notice required under clause (b)
below.



          (b) The Indenture Trustee may, if at the time such action may be lawful and always subject to
compliance with any mandatory legal requirements, either with or without taking possession, and
either before or after taking possession, and without instituting any legal proceedings whatsoever,
and having first given notice of such sale by registered mail to the Owner once at least 20 days
prior to the date of such sale or the date on which the Indenture Trustee enters into a binding
contract for a private sale, and any other notice which may be required by law, sell and dispose of
the Indenture Estate, or any part thereof, or interest therein, at public auction to the highest
bidder or at private sale in one lot as an entirety or in separate lots, and either for cash or on
credit and on such terms as the Indenture Trustee may determine, and at any place (whether or not
it be the location of the Indenture Estate or any part thereof) and time designated in the notice
above referred to; provided, however, that, notwithstanding any provision herein to
the contrary, the Indenture Trustee shall not sell any of the Indenture Estate or exercise any
other remedies which would result in the exclusion of the Owner from the Indenture Estate or any
part thereof unless a declaration of acceleration has been made pursuant to Section 5.02 or the
Equipment Notes shall have otherwise been accelerated as provided therein. Any such public sale or
sales may be adjourned from time to time by announcement at the time and place appointed for such
sale or sales, or for any such adjourned sale or sales, without further notice, and the Indenture
Trustee or the holder or holders of any Equipment Notes, or any interest therein, may bid and
become the purchaser at any such public sale and may bid-in the Equipment Notes in whole or in part
in payment of the purchase price at any such sale. The Indenture Trustee may exercise such right
without possession or production of the Equipment Notes or proof of ownership thereof, and as
representative of the holders may exercise such right without including the holders as parties to
any suit or proceeding relating to foreclosure of any property in the Indenture Estate. The Owner
hereby irrevocably constitutes the Indenture Trustee the true and lawful attorney-in-fact of the
Owner (in the name of the Owner or otherwise) for the purpose of effectuating any sale, assignment,
transfer or delivery for enforcement of the Lien of this Indenture, whether pursuant to foreclosure
or power of sale or otherwise, to execute and deliver all such bills of sale, assignments and other
instruments as the Indenture Trustee may consider necessary or appropriate, with full power of
substitution, the Owner hereby ratifying and confirming all that such attorney or any substitute
shall lawfully do



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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





by virtue hereof. Nevertheless, if so requested by the Indenture Trustee or any purchaser,
the Owner shall ratify and confirm any such sale, assignment, transfer or delivery, by executing
and delivering to the Indenture Trustee or such purchaser all bills of sale, assignments, releases
and other proper instruments to effect such ratification and confirmation as may be designated in
any such request.




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




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



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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





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




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




     5.04. Rights of the Owner. Notwithstanding the provisions of this Indenture,
including, without limitation, Section 5.03, so long as no Event of Default shall have occurred and
be continuing, the Indenture Trustee shall not take any action contrary to, or disturb, the Owner’s
rights to possession and use of, and of quiet enjoyment of, the Equipment.



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



ARTICLE VI




DUTIES OF THE INDENTURE TRUSTEE




     6.01. Action upon Event of Default. If any payments of principal or interest or
Make-Whole Amount, if any, on the Equipment Notes due and payable on any Payment Date shall not
have been paid in full on such Payment Date, the Indenture Trustee shall give telephonic notice
within one Business Day (followed by prompt written notice) to the Owner and the Loan Participant
specifying the amount and nature of such deficiency in payment. In the event the Indenture Trustee
shall have knowledge of an Event of Default or a Default, the Indenture Trustee shall give prompt
notice of such Event of Default or Default to the Owner and the Loan Participant by telegram,
facsimile, or telephone (to be promptly confirmed in writing). Subject to the terms of
Section 6.03, the Indenture Trustee shall take such action, or refrain from taking such action,
with respect to such Event of Default or Default as the Trustee shall be instructed in



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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




writing by a Majority in Interest. If the Indenture Trustee shall not have received
instructions as above provided within 20 days after the mailing of notice of such Event of Default
or such Default to the Loan Participant by the Indenture Trustee, the Indenture Trustee may, but
shall not be obligated to, take such action, or refrain from taking such action, with respect to
such Indenture Event of Default or Indenture Default as it shall determine to be advisable in the
best interests of the Loan Participant. For all purposes of this Indenture, in the absence of
actual knowledge, the Indenture Trustee shall not be deemed to have knowledge of an Event of
Default (except for the failure of the Owner to pay any principal or interest that is required to
be paid directly to the Indenture Trustee within the 10 Business Days after the same shall become
due or the failure of the Owner to maintain insurance as required under Section 4.07 if the
Indenture Trustee shall receive notice thereof from an insurer or insurance broker) unless notified
in writing by one or more Loan Participants; and “actual knowledge” (as used in the foregoing
clause) of the Indenture Trustee shall mean actual knowledge of an officer in the Corporate Trust
Department of the Indenture Trustee.




     6.02. Action upon Instructions. Subject to the terms of Sections 6.01 and 6.03, upon
the written instructions at any time and from time to time of a Majority in Interest, the Indenture
Trustee shall take such of the following actions as may be specified in such instructions (subject
to the rights of the other parties thereto, except to the extent assigned hereunder) subject to and
solely to the extent permitted by the terms hereof, give such notice, direction or consent, or
exercise such right, remedy or power hereunder or in respect of any part or all of the Indenture
Estate or take such other action as shall be specified in such instructions, it being understood
that without the written instructions of a Majority in Interest the Indenture Trustee shall not
take any action described above. In connection with any request for waiver, consent or supplement
to this Indenture, the Indenture Trustee may request direction from the holders of the Equipment
Notes.



     6.03. Indemnification. (a)  The Indenture Trustee shall not be required to take any
action or refrain from taking any action under Section 6.01 (other than the first two sentences
thereof) or 6.02 or Article V if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnification against such risk is not reasonably assured to it. The
Indenture Trustee shall not be required to take any action under Section 6.01 or 6.02 or Article V,
nor shall any other provision of this Indenture be deemed to impose a duty on the Indenture Trustee
to take any action, if the Indenture Trustee shall have been advised in writing by independent
counsel that such action is contrary to the terms hereof or of the Participation Agreement, or is
otherwise contrary to law.



          (b) Each Loan Participant may, but shall not be required to, participate in any
indemnification of the Indenture Trustee given pursuant to paragraph (a) of this Section 6.03.
Each Loan Participant so participating shall be entitled to reimbursement for such participation in
accordance with Article III.




     6.04. No Duties Except as Specified in Indenture or Instructions. The Indenture
Trustee shall not have any duty or obligation to manage, control, use, sell, dispose of or
otherwise deal with the Equipment or any other part of the Indenture Estate, or to otherwise take
or refrain from taking any action under, or in connection with, this Indenture or the Participation
Agreement, except as expressly provided by the terms of this Indenture or as expressly provided in
written instructions received pursuant to the terms of Section 6.01 or 6.02; and no implied



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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





duties or obligations shall be read into this Indenture against the Indenture Trustee. The
Indenture Trustee nevertheless agrees that it will, at its own cost and expense, promptly take such
action as may be necessary duly to discharge any liens or encumbrances on any part of the Indenture
Estate, or on any properties of the Owner assigned, pledged or mortgaged as part of the Indenture
Estate, which result from claims against it in its individual capacity not related to the
administration of the Indenture Estate or any other transaction under this Indenture or any
document included in the Indenture Estate.



     6.05. No Action Except under Indenture or Instructions. The Indenture Trustee agrees
that it will not manage, control, use, sell, dispose of or otherwise deal with the Equipment or
other property constituting part of the Indenture Estate except (i) as required by the terms hereof
and the Participation Agreement, (ii) in accordance with the powers granted to, or the authority
conferred upon, the Indenture Trustee pursuant to this Indenture, or (iii) in accordance with the
express terms hereof or with written instructions pursuant to Section 6.01 or 6.02.



     6.06. Disposition of Units. At any time and from time to time, any Unit for which the
provisions of Section 4.06(c) has been satisfied may be disposed of in accordance with the
provisions of Section 4.06(c), and the Owner shall, from time to time, direct the Indenture Trustee
to, provided no Event of Default shall have occurred and be continuing, execute and deliver to it,
or as directed in writing by the Owner, an appropriate instrument furnished by the Owner releasing
such Unit from the Lien of the Indenture, but only in respect of such Unit.



     6.07. Indenture Supplements for Replacements. In the event of a Replacement Unit
being substituted as contemplated by Section 4.04(d) or Section 4.06(b), the Owner and the
Indenture Trustee agree for the benefit of the holders of the Equipment Notes, to execute and
deliver an Indenture Supplement substantially in the form of Exhibit A hereto and execute
and deliver to the Owner an appropriate instrument prepared by the Owner releasing the Unit being
replaced from the Lien of the Indenture.



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



ARTICLE VII




THE INDENTURE TRUSTEE




     7.01. Acceptance of Trusts and Duties. The Indenture Trustee accepts the trusts
hereby created and applicable to it and agrees to perform the same but only upon the terms of this
Indenture and agrees to receive and disburse all moneys received by it constituting part of the
Indenture Estate in accordance with the terms hereof. The Indenture Trustee shall not be
answerable or accountable under any circumstances, except for its own willful misconduct or gross
negligence (or negligence or willful misconduct in the case of application or investment of moneys
constituting the Indenture Estate) or breach of any of its representations or warranties or
covenants set forth herein or in the Participation Agreement, or the performance of its obligations
under the last sentence of Section 6.04.



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 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




     7.02. Absence of Duties. Except in accordance with written instructions or requests
furnished pursuant to Section 6.01 or Section 6.02 and except as provided in, and without limiting
the generality of, Section 6.04, the Indenture Trustee shall have no duty (i) to see to any
registration of the Equipment or any recording or filing of this Indenture or any other document,
or to see to the maintenance of any such registration, recording or filing, (ii) to see to any
insurance on the Equipment or to effect or maintain any such insurance, whether or not the Owner
shall be in default with respect thereto, (iii) to confirm, verify or inquire into the failure to
receive any financial statements of the Owner or (iv) to inspect the Equipment at any time or
ascertain or inquire as to the performance or observance of any of the Owner’s covenants with
respect to the Equipment. Notwithstanding the foregoing, the Indenture Trustee will furnish to any
Loan Participant, so long as such Loan Participant or its nominees shall hold any of the Equipment
Notes, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests,
demands, certificates, financial statements and other instruments furnished to the Indenture
Trustee under this Indenture.



     7.03. No Representations or Warranties as to the Equipment or Documents. The
Indenture Trustee has not made nor shall it be deemed to have made (i) any representation or
warranty, express or implied, as to the value, condition, design, operation, merchantability or
fitness for use of the Equipment or as to their title thereto, or any other representation or
warranty with respect to the Equipment whatsoever, or (ii) any representation or warranty as to the
validity, legality or enforceability of this Indenture, the Participation Agreement, the Equipment
Notes, any Indenture Supplement or any other document or instrument or as to the correctness of any
statement contained in any thereof (except as to the representations and warranties made by the
Indenture Trustee in its individual capacity in Section 3.2 of the Participation Agreement.



     7.04. No Segregation of Moneys; No Interest; Investments. (a)  Subject to
Section 7.04(b), no moneys received by the Indenture Trustee hereunder need be segregated in any
manner except to the extent required by law, and any such moneys may be deposited under such
general conditions for the holding of trust funds as may be prescribed by law applicable to the
Indenture Trustee, and, except as otherwise agreed by the Indenture Trustee, it shall not be liable
for any interest thereon.



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



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[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





whenever necessary to make any application as required by such provisions. The Indenture
Trustee shall have no liability for any loss resulting from any such investment or reinvestment
other than by reason of the willful misconduct or gross negligence of the Indenture Trustee.




     7.05. Reliance; Agents; Advice of Counsel. The Indenture Trustee shall incur no
liability to anyone acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond or other document or paper believed by it to be genuine
and believed by it to be signed by the proper party or parties. The Indenture Trustee may accept a
copy of a resolution of the Board of Directors of any party to the Participation Agreement,
certified by the Secretary or an Assistant Secretary of such party as duly adopted and in full
force and effect, as conclusive evidence that such resolution has been duly adopted by said Board
and that the same is in full force and effect. As to any fact or matter the manner of
ascertainment of which is not specifically described herein, the Indenture Trustee may for all
purposes hereof rely on a certificate, signed by an officer of the Owner, as to such fact or
matter, and such certificate shall constitute full protection to the Indenture Trustee for any
action taken or omitted to be taken by it in good faith in reliance thereon. In the administration
of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and
perform its powers and duties hereunder directly or through agents or attorneys and may, at the
reasonable expense of the Indenture Estate, consult with independent counsel, accountants and other
skilled persons to be selected and employed by it, and the Indenture Trustee shall not be liable
for anything done, suffered, or omitted in good faith by it in accordance with the written advice
or opinion of any such independent counsel, accountants or other skilled persons acting within such
persons’ area of competence (so long as the Indenture Trustee shall have exercised reasonable care
in selecting such persons).



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



ARTICLE VIII




CERTAIN LIMITATIONS ON INDENTURE TRUSTEE’S RIGHTS




     The Indenture Trustee agrees that it shall have no right against the holders of the Equipment
Notes or the Indenture Estate (except in the case of the Indenture Trustee as expressly provided in
Section 3.03 or 5.03 hereof) for any fee as compensation for its services hereunder or any expenses
or disbursements incurred in connection with the exercise and performance of its powers and duties
hereunder or any indemnification against liability which it may incur in the exercise and
performance of such powers and duties but, on the contrary, shall look solely to the Owner for such
payment and indemnification and that it shall not have any lien on nor security interest in the
Indenture Estate as security for such compensation, expenses, reasonable counsel fees, if any,
disbursements and indemnification.



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 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




ARTICLE IX




SUCCESSOR TRUSTEES




     9.01. Resignation of Indenture Trustee; Appointment of Successor. The resignation or
removal of the Indenture Trustee and the appointment of a successor Indenture Trustee shall become
effective only upon the successor Indenture Trustee’s acceptance of appointment as provided in this
Section 8.02. The Indenture Trustee or any successor thereto may resign at any time without cause
by giving at least 30 days’ prior written notice to the Owner and the holders of the Equipment
Notes. A Majority in Interest may at any time (but only with the consent of the Owner, which
consent shall not be unreasonably withheld, except that such consent shall not be necessary if an
Event of Default is continuing) remove the Indenture Trustee without cause by an instrument in
writing delivered to the Owner and the Indenture Trustee. The Owner may remove the Indenture
Trustee if: (1) the Indenture Trustee fails to comply with Section 8.02(c); (2) the Indenture
Trustee is adjudged bankrupt or insolvent; (3) a receiver or public officer takes charge of the
Indenture Trustee or its property; or (4) the Indenture Trustee becomes incapable of performing its
duties hereunder.



          (a) In the case of the resignation or removal of the Indenture Trustee, the Majority in
Interest shall promptly appoint a successor Indenture Trustee, which successor, so long as no Event
of Default shall have occurred and be continuing, shall be subject to the consent of the Owner,
such consent not to be unreasonably withheld. If a successor Indenture Trustee shall not have been
appointed and accepted its appointment hereunder within 60 days after the Indenture Trustee gives
notice of resignation or is removed as provided above, the retiring Indenture Trustee, the Owner or
a Majority in Interest may petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee. Any successor Indenture Trustee so appointed by such court shall
immediately and without further act be superseded by any successor Indenture Trustee appointed as
provided in the proviso to the first sentence of this paragraph (a) within one year from the date
of the appointment by such court.




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




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




37









 




[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]







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




ARTICLE X




SUPPLEMENTS AND AMENDMENTS

TO THIS INDENTURE AND OTHER DOCUMENTS




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




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




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




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




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



          (b) Supplemental Indentures with Consent of Majority In Interest. The Indenture
Trustee agrees with the Note Holders that, except as expressly provided in Section 10.01, it shall
not enter into any amendment, waiver or modification of, supplement or consent to this Indenture,
or any other Operative Agreement to which it is a party, unless such supplement, amendment, waiver,
modification or consent is consented to in writing by a Majority in Interest, and upon the written
request of a Majority in Interest, the Indenture Trustee



38









 





[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




shall from time to time enter into any such supplement or amendment, or execute and deliver
any such waiver, modification or consent, as may be specified in such request and as may be (in the
case of any such amendment, supplement or modification) consented to by a Majority in Interest;
provided, however, without the consent of each holder of an Equipment Note affected
thereby, no such supplemental agreement shall:





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




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




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




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




          (v) reduce, modify or amend any indemnities payable to the Note Holders.



     10.02. Indenture Trustee Protected. If in the opinion of the Indenture Trustee any
document required to be executed pursuant to the terms of Section 9.01 adversely affects any right,
duty, immunity or indemnity in favor of the Indenture Trustee under this Indenture or the
Participation Agreement, the Indenture Trustee may in its discretion decline to execute such
document.



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



39









 




 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




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



ARTICLE XI

MISCELLANEOUS




     11.01. Termination of Indenture. (a) With respect to each Unit, this Indenture and
the trusts created hereby shall terminate and this Indenture shall be of no further force or effect
upon the payment in full of the principal amount of and interest on all Equipment Notes outstanding
hereunder and all other sums payable to the Indenture Trustee and the holders of the Equipment
Notes hereunder and under such Equipment Notes and under the Participation Agreement. Upon such
termination, the Indenture Trustee shall, upon the written request of the Owner, execute and
delivery to, or as directed in writing by, the Owner an appropriate instrument (in due form for
recording) furnished by the Owner releasing the Collateral from the Lien of this Indenture.



          (b) Upon the payment in full of the principal amount of and interest on all Equipment Notes
outstanding with respect to a Basic Group and other amounts due and owing in respect of such
Equipment Notes, this Indenture and the trust created hereby shall terminate with respect to such
Basic Group and this Indenture shall be of no further force or effect with respect to such Basic
Group and the Indenture Trustee shall execute and deliver to, or as directed in writing by, the
Owner an appropriate instrument (in due form for recording) furnished by the Owner releasing such
Basic Group from the Lien of this Indenture.




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



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



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



40









 





[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





as often and in such order as may be deemed expedient by the Indenture Trustee, and the
exercise or the beginning of the exercise of any power or remedy shall not be construed to be a
waiver of the right to exercise at the time or thereafter any other right, power or remedy. No
delay or omission by the Indenture Trustee in the exercise of any right, remedy or power or in the
pursuance of any remedy shall impair any such right, power or remedy or be construed to be a waiver
of any default on the part of the Owner or to be an acquiescence therein.



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



     11.06. Indenture and Equipment Notes for Benefit of Owner, Indenture Trustee and Holders
Only. Nothing in this Indenture, whether express or implied, shall be construed to give to any
Person other than the Owner, the Indenture Trustee and the holders of the Equipment Notes any legal
or equitable right, remedy or claim under or in respect of this Indenture or any Equipment Note.



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


If to the Loan Participant:



U.S. Bank Trust National Association

300 Delaware Avenue, 9th Floor

Mail Code: EX-DE-WDAW

Wilmington, DE 19801

Attention: Corporate Trust Services

Ref: GATX Trust No. 2008-2

Facsimile: (302) 576-3717



If to the Indenture Trustee:




41









 




[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]






U.S. Bank National Association

225 Asylum Street, 23rd Floor

Hartford, CT 06103

Attention: Corporate Trust Services (GATX Trust 2008-2)

Facsimile: (860) 241-6881



If to the Owner:



GATX Corporation

222 West Adams Street

Chicago, Illinois 60606



Attention:      Treasurer

              
        (GATX Trust No. 2008-2)

Fax No.:       (312) 621-6645

Confirmation No.:   (312) 621-6200




     Notwithstanding the foregoing provisions, for purposes of Sections 5.01, 5.02, 6.01 and 6.02,
written notice shall be deemed given when it is in fact received (by mail or otherwise) by any
addressee at the respective addresses specified above.



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



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



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



     11.11. Headings. The headings of the various Articles and Sections herein are for
convenience of reference only and shall not define or limit any of the terms or provisions hereof.



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



42









 




 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




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



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



*   *   *




43









 







 [Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed by their
respective officers or attorneys-in-fact, as the case may be, thereunto duly authorized, as of the
day and year first above written.



	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GATX CORPORATION,

as Owner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




44









 






[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]





EXHIBIT A




TRUST INDENTURE SUPPLEMENT NO. _

(GATX Trust No. 2008-2)





     This INDENTURE SUPPLEMENT NO.___(GATX Trust No. 2008-2), dated                     , ___(this “Indenture
Supplement”), of GATX CORPORATION, a New York corporation (the “Owner”);



W I T N E S S E T H:




     WHEREAS, the Trust Indenture and Security Agreement (GATX Trust No. 2008-2) dated as of
November ___, 2008 (the “Indenture”), between the Owner and U.S. Bank National Association as
Indenture Trustee (the “Indenture Trustee”), provides for the execution and delivery of Indenture
Supplements thereto substantially in the form hereof each of which shall particularly describe the
Units and shall specifically mortgage such Units to the Indenture Trustee;



     WHEREAS, the Indenture includes the Equipment described in Schedule 1 hereto; and



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



     NOW, THEREFORE, in order to secure the prompt payment of the principal of, and premium, if
any, and interest on all of the Equipment Notes from time to time outstanding under the Indenture
and the performance and observance by the Owner of all the agreements, covenants and provisions in
the Indenture, in the Participation Agreement and in the Equipment Notes for the benefit of the
holders of the Equipment Notes, subject to the terms and conditions of the Indenture, and in
consideration of the premises and of the covenants contained in the Indenture and of the acceptance
of the Equipment Notes by the holders thereof, and of the sum of $1.00 paid to the Owner by the
Indenture Trustee at or before the delivery hereof, the receipt whereof is hereby acknowledged, the
Owner has sold, assigned, transferred, pledged and confirmed, and does hereby sell, assign,
transfer, pledge and confirm, a security interest in and mortgage lien on all right, title and
interest of the Owner in and to the property comprising the Equipment described in Schedule
1 hereto to the Indenture Trustee, its successors and assigns, in the trust created by the
Indenture for the benefit of the holders from time to time of the Equipment Notes.



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



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



EXHIBIT A
Page 1









 





[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




     AND FURTHER, the Owner hereby acknowledges that the Equipment described in Schedule 1
hereto has been delivered to the Owner and is included in the property of the Owner, subject to the
pledge or mortgage thereof under the Indenture.



*   *   *




EXHIBIT A
Page 2









 






[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]




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



	 	 	 	 	 
	 	GATX CORPORATION,

as Owner

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




EXHIBIT A
Page 3









 








*




APPENDIX A




Participation Agreement

Trust Indenture and Security Agreement

(GATX Trust No. 2008-2)




DEFINITIONS




General Provisions





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



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



Defined Terms




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



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



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



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



 









 





[Appendix A]




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



     “Basic Group” shall mean each of the seven basic groups of Equipment designated in
Schedule 1 to the Participation Agreement.



     “Business Day” shall mean any day other than a Saturday, Sunday or a day on which
commercial banking institutions are authorized or required by law, regulation or executive order to
be closed in New York, New York, Chicago, Illinois, and the city and state in which the corporate
trust office of the Indenture Trustee at which the Indenture is administered is located.



     “Certificateholder” shall mean the Person in whose name a Pass Through Certificate is
registered in the register for Pass Through Certificates of a particular series.



     “Claims” shall have the meaning specified in Section 6.1 of the Participation
Agreement.



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



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



     “Debt Rate” shall mean a rate equal to the interest per annum borne by the Equipment
Notes (computed on the basis of a 360-day year of twelve 30-day months).



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



     “Determination Date” shall mean the second (2) day of any calendar month.



     “Equipment” shall mean collectively those items of railroad rolling stock described in
the Indenture Supplements, together with any and all accessions, additions, improvements and
replacements from time to time incorporated or installed in any item thereof.



     “Equipment Cost” shall mean, for each Unit, the amount set forth in Schedule 1
to the Participation Agreement with respect to such Unit. Notwithstanding anything in the
Operative Agreements to the contrary, the Equipment Cost for any Replacement Unit shall be deemed
to be the Equipment Cost or deemed Equipment Cost of the Unit it replaced.



     “Equipment Notes” or “Notes” shall mean the Equipment Notes, each to be
substantially in the form therefor set forth in Section 2.01 of the Indenture, issued by the Owner
pursuant to Section 2.02 of the Indenture, and authenticated by the Indenture Trustee, in principal
amounts, maturities and bearing interest at the rates and payable as provided in Section 2.02 of
the Indenture and secured as provided in the Granting Clause of the Indenture, and shall include
any Equipment Notes issued in exchange therefor or replacement thereof pursuant to Section 2.06
or 2.07 of the Indenture. A “related” Equipment Note, when used with respect to any Unit or Units
of Equipment, shall mean the Equipment Note issued with respect to the Basic Group to which such
Unit belongs.



5









 




 [Appendix A]




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



     “Event of Default” shall have the meaning specified in Section 5.01 of the Indenture.



     “Event of Loss” shall have the meaning specified in Section 4.06 of the Indenture.



     “Final Maturity Date” shall mean November 15, 2013.



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



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



     “Indemnified Person” shall have the meaning specified in Section 6.1(b) of the
Participation Agreement.



     “Indenture Agreements” shall mean any document, contract, agreement or instrument from
time to time assigned or pledged under the Indenture.



     “Indenture” or “Trust Indenture” shall mean the Trust Indenture and Security
Agreement (GATX Trust No. 2008-2), dated as of November 6, 2008 between the Owner and the Indenture
Trustee. The term “Indenture” shall include, except where the context otherwise requires, each
Indenture Supplement entered into pursuant to the terms of the Indenture.



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



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



     “Indenture Supplement” shall mean an Indenture Supplement (GATX Trust
No. 2008-2) dated the Closing Date or the date that any Replacement Unit is subjected to the lien
and security interest of the Indenture, substantially in the form of Exhibit A to the
Indenture, by the Owner, covering the Units delivered on the Closing Date or such Replacement Unit,
as the case may be. A “related” Indenture Supplement, when used with respect to any Unit or Units
of



6









 





[Appendix A]





Equipment, shall mean the Indenture Supplement under which such Unit or Units of Equipment is
or are included in the Indenture Estate.



     “Indenture Trustee” shall mean U.S. Bank National Association, a national banking
association, as trustee under the Indenture and its successors thereunder.



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



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



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



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



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



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



     “Majority In Interest” as of a particular date of determination shall mean with
respect to any action or decision of the holders of the Equipment Notes, the holders of more than
50% in aggregate unpaid principal amount of the Equipment Notes, if any, then outstanding which are
affected by such decision or action, excluding any Equipment Notes held by the Owner or an
Affiliate of the Owner unless all Equipment Notes are so held.



     “Make-Whole Amount” shall mean, with respect to the principal amount of any Equipment
Note to be prepaid on any prepayment date pursuant to Section 2.09(b) of the Indenture, the amount
which the Investment Banker determines as of the third Business Day prior to such prepayment date
to equal the excess, if any, of (i) the sum of the present values of all the remaining scheduled
payments of principal and interest from the prepayment date to maturity of such Equipment Note,
discounted semi-annually on each May 15 and November 15 at a rate equal to the Treasury Rate plus
50 basis points per annum, based on a 360-day year of twelve 30-day months, over (ii) the aggregate
unpaid principal amount of such Equipment Note plus any accrued but unpaid interest thereon.



     “Material Default” shall mean a Default pursuant to Sections 5.01(a), 5.01(f) or
5,01(g) of the Indenture.



7









 




 [Appendix A]




     “Modification” shall have the meaning specified in Section 4.05(b) of the Indenture.



     “Moody’s” means Moody’s Investors Service, Inc.



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



     “Non-U.S. Person” means a Person that is not a “United States person” within the
meaning of Section 7701(a)(30) of the Code.



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



     “Operative Agreements” shall mean the Participation Agreement, the Pass Through Trust
Agreement, the Pass Through Trust Supplement, the Pass Through Certificates, the Equipment Notes,
the Indenture, the Indenture Supplements and the Underwriting Agreement.



     “Owner” shall mean GATX Corporation, a New York corporation, and its successors and
permitted assigns.



     “Owner Agreements” shall mean the Operative Agreements to which Owner is or will be a
party.



     “Participation Agreement” shall mean the Participation Agreement (GATX Trust
2008-2) dated as of November 6, 2008, among the Owner, the Pass Through Trustee and the Indenture
Trustee.



     “Pass Through Certificates” shall mean each of the Pass Through Certificates issued
pursuant to the Pass Through Trust Supplement and the Pass Through Trust Agreement.



     “Pass Through Trust Agreement” shall mean the Pass Through Trust Agreement, dated as
of November 6, 2008, between the Owner and the Pass Through Trustee.



     “Pass Through Trust Supplement” shall mean Trust Supplement No. 2008-2 dated November
6, 2008 between the Owner and the Pass Through Trustee which supplements the Pass Through Trust
Agreement (i) by creating a separate trust for the holders of certain Pass



8









 





[Appendix A]





Through Certificates, (ii) by authorizing the issuance of such Pass Through Certificates and
(iii) by establishing the terms of such Pass Through Certificates.



     “Pass Through Trustee” shall mean U.S. Bank Trust National Association, a national
banking association, in its capacity as trustee under the Pass Through Trust Agreement, as
supplemented by the Pass Through Trust Supplements, and each other person which may from time to
time be acting as successor trustee under the Pass Through Trust Agreement, as supplemented by the
Pass Through Trust Supplement.



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



     “Payment Date” shall mean each May 15 and November 15 of each year, commencing May 15,
2009, provided that if any such date shall not be a Business Day, then the “Payment Date” shall be
the next succeeding Business Day.



     “Permitted Lease” shall have the meaning specified in Section 4.04(c) of the
Indenture.



     “Permitted Lessee” means the lessee under a Permitted Lease.



     “Permitted Liens” with respect to the Equipment and each Unit thereof shall mean:
(i) the rights of the Indenture Trustee and the Loan Participant under the Operative Agreements, or
of any Permitted Lessee under any Permitted Lease; (ii) Liens attributable to Indenture Trustee
(both in its capacity as trustee under the Indenture and in its individual capacity); (iii) any
Liens thereon for taxes, assessments, levies, fees and other governmental and similar charges not
due and payable or the amount or validity of which is being contested in good faith by appropriate
proceedings so long as there exists no material risk of sale, forfeiture, loss, or loss of or
interference with use or possession of any Unit or impair the Lien of the Indenture; (iv) any Liens
of mechanics, suppliers, materialmen, laborers, employees, repairmen and other like Liens arising
in the ordinary course of Owner’s (or if a lease is then in effect, any lessee’s) business securing
obligations which are not due and payable or the amount or validity of which is being contested in
good faith by appropriate proceedings so long as there exists no material risk of sale, forfeiture,
loss, or loss of or interference with use or possession of any Unit or impair the Lien of the
Indenture; (v) Liens arising out of any judgment or award against the Owner (or any Permitted
Lessee) with respect to which an appeal or proceeding for review is being presented in good faith
and for the payment of which adequate reserves have been provided as required by generally accepted
accounting principles or other appropriate provisions have been made and with respect to which
there shall have been secured a stay of execution pending such appeal or proceeding for review and
there exists no material risk of sale, forfeiture, loss, or loss of or interference with the use or
possession of any Unit or any interest therein or impair the Lien of the Indenture, and
(vi) salvage rights of insurers under insurance policies maintained pursuant to Section 4.07 of the
Indenture.



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



     “Prospectus” shall mean the Prospectus relating to the Pass Through Certificates.



9









 




 [Appendix A]




     “Rating Agencies” means, collectively, Moody’s and Standard & Poor’s.



     “Related Indemnitee Group” shall have the meaning specified in Section 6.1(b) of the
Participation Agreement.



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



     “Replacement Unit” shall mean a hopper car, gondola car or tank car, as the case may
be, which will be subjected to the Lien of the Indenture pursuant to Section 4.06(c) of the
Indenture.



     “Required Modification” shall have the meaning specified in Section 4.05(a) of the
Indenture.



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



     “Securities Act” means the Securities Act of 1933, as amended.



     “Security” shall have the same meaning as in Section 2(1) of the Securities Act.



     “Series” shall mean each series of Equipment Notes issued under the Indenture, one
with respect to each Basic Group.



     “Severable Modification” shall mean any Modification that is readily removable without
causing material damage to the Equipment or any Unit and without diminishing the value, utility or
useful life of such Unit below the value, utility or useful life of such Unit immediately prior to
such Modification, assuming that such Unit was then in the condition required to be maintained by
the terms of the Indenture, other than in a de minimis nature and for the avoidance
of doubt is not a Required Modification.



     “Specified Investments” shall mean (i) direct obligations of the United States of
America and agencies thereof for which the full faith and credit of the United States is pledged,
(ii) obligations fully guaranteed by the United States of America, (iii) certificates of deposit
issued by, or bankers’ acceptances of, or time deposits with, any bank, trust company or national
banking association incorporated or doing business under the laws of the United States of America
or one of the States thereof having combined capital and surplus and retained earnings of at least
$500,000,000 (including the Indenture Trustee if such conditions are met), and (iv) repurchase
agreements with any financial institution having a combined capital and surplus of at least
$750,000,000 fully collateralized by obligations of the type described in



10









 





[Appendix A]





clauses (i) and (iii) above; provided that if all of the above investments are
unavailable, the entire amount to be invested may be used to purchase Federal funds from an entity
described in (iii) above; and provided further that no investment shall be eligible
as a “Specified Investment” unless the final maturity or date of return of such investment is 91
days or less from the date of purchase thereof.



     “Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of
McGraw-Hill Inc.



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



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



     “Taxes” shall mean all taxes (including, without limitation, income, gross receipts,
franchise, sales, use, rental, turnover, business, occupation, excise, value-added, tangible and
intangible personal property and stamp taxes), levies, assessments, imposts, duties, charges or
withholdings of any nature, together with any and all penalties, additions to tax, fines or
interest thereon imposed by any federal, state or local government, political subdivision, or
taxing authority in the United States or its possessions, by any government or taxing authority of
or in a foreign country or by any international authority , upon, with respect to or in connection
with:



     (i) the Equipment or any Unit or part of any of the Equipment or interest therein;



     (ii) acquisition, financing, ownership, leasing, possession, purchase, acceptance, rejection,
condition, registration, return, use, storage, operation, return, transfer of title, maintenance,
repair, improvement, replacement, substitution, delivery, redelivery, non-delivery, transport,
preparation, assembly, insurance, construction, manufacture, insuring, modification, transfer,
control, occupancy, servicing, mortgaging, location, refinancing, disposition, subleasing,
repossession, abandonment, sale or other application or disposition of or with respect to the
Equipment or any Unit or part of any of the Equipment or interest therein;



     (iii) the rental payments, receipts or earnings arising from any Unit of Equipment or payable
pursuant to any Permitted Lease;



     (iv) the Equipment Notes, their issuance, acquisition, transfer or refinancing or the payment
of principal, interest or premium or other amounts with respect thereto; and



     (v) the Operative Agreements or otherwise in connection with the transactions contemplated
thereby.



     “Threshold Amount” shall mean $5,000,000.



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



11









 




 [Appendix A]




     “Transaction Expenses” means (subject in each case to any fee cap or other arrangement
previously agreed with Owner): (i) the reasonable and actual fees, expenses and disbursements
incurred in connection with the negotiation, execution and delivery of the Operative Agreements of
(1) Shipman & Goodwin LLP, special counsel for Indenture Trustee, and (2) special STB and Canadian
counsel, (ii) all fees, taxes and other charges payable in connection with the recording or filing
of instruments and financing statements, such information to be furnished by Owner and (iii) the
initial fee and reasonable and actual disbursements of Indenture Trustee under the Indenture.



     “Treasury Rate” shall mean with respect to prepayment of each Equipment Note, a per
annum rate (expressed as a semiannual equivalent and as a decimal and, in the case of United States
Treasury bills, converted to a bond equivalent yield), determined to be the per annum rate equal to
the semiannual yield to maturity for United States Treasury securities maturing on the Average Life
Date of such Equipment Note, as determined by interpolation between the most recent weekly average
yields to maturity for two series of United States Treasury securities, (A) one maturing as close
as possible to, but earlier than, the Average Life Date of such Equipment Note and (B) the other
maturing as close as possible to, but later than, the Average Life Date of such Equipment Note, in
each case as published in the most recent H.15(519) (or, if a weekly average yield to maturity for
United States Treasury securities maturing on the Average Life Date of such Equipment Note is
reported in the most recent H.15(519), as published in H.15(519)). H.15(519) means “Statistical
Release H.15(519), Selected Interest Rates,” or any successor publication, published by the Board
of Governors of the Federal Reserve System. The most recent H.15(519) means the latest H.15(519)
which is published prior to the close of business on the third Business Day preceding the scheduled
prepayment date.



     “Trustee” shall mean each of the Indenture Trustee or the Pass Through Trustee and
“Trustees” shall mean the Indenture Trustee and the Pass Through Trustee, collectively.



     “Underwriters” shall mean the underwriters named on Schedule I to the Underwriting
Agreement.



     “Underwriting Agreement” shall mean that certain Underwriting Agreement between the
Owner and the Underwriters, pertaining to the sale of the Pass Through Certificates.



     “Unit” shall mean each unit or item of Equipment.



     “U.S. Bank” shall mean U.S. Bank National Association.



     “USBT” shall mean U.S. Bank Trust National Association.




12