exv4w3






Exhibit 4.3




*




 





PASS THROUGH TRUST AGREEMENT




dated as of November 6, 2008




between




GATX CORPORATION




and




U.S. BANK TRUST NATIONAL ASSOCIATION,

as Trustee




 





 









 





     Reconciliation and tie between Pass Through Trust Agreement dated as of November 6, 2008 and
the Trust Indenture Act of 1939. This reconciliation does not constitute part of the Pass Through
Trust Agreement.



	 	 	 
	TRUST INDENTURE ACT OF	 	PASS THROUGH TRUST
	1939 SECTION	 	AGREEMENT SECTION
	310(a)(1)
	 	7.08
	310(a)(2)
	 	7.08
	312(a)
	 	3.09; 8.01; 8.02
	313(a)
	 	8.03
	314(a)
	 	8.04(a) — (c)
	314(b)
	 	8.04(d)
	314(c)(1)
	 	1.02
	314(c)(2)
	 	1.02
	314(d)(1)
	 	7.12; 11.01
	314(d)(2)
	 	7.12; 11.01
	314(d)(3)
	 	2.01
	314(e)
	 	1.02
	315(b)
	 	8.03
	316(a)(last sentence)
	 	1.01
	316(a)(1)(A)
	 	6.04
	316(a)(1)(B)
	 	6.05
	316(b)
	 	6.07
	316(c)
	 	1.04(d)
	317(a)(1)
	 	6.03
	317(b)
	 	7.13
	318(a)
	 	12.06






 









 







TABLE OF CONTENTS





	 	 	 	 	 
	 	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	2	 
	Section 1.02 Compliance Certificates and Opinions
	 	 	8	 
	Section 1.03 Form of Documents Delivered to Trustee
	 	 	9	 
	Section 1.04 Acts of Certificateholders
	 	 	9	 
	 
	 	 	 	 
	ARTICLE II ORIGINAL ISSUANCE OF CERTIFICATES ACQUISITION OF EQUIPMENT NOTES
	 	 	11	 
	 
	 	 	 	 
	Section 2.01 Amount Unlimited; Issuable in Series
	 	 	11	 
	Section 2.02 Acquisition of Equipment Notes
	 	 	12	 
	Section 2.03 Acceptance by Trustee
	 	 	13	 
	Section 2.04 Limitation of Powers
	 	 	13	 
	 
	 	 	 	 
	ARTICLE III THE CERTIFICATES
	 	 	13	 
	 
	 	 	 	 
	Section 3.01 Form, Denomination and Execution of Certificates
	 	 	13	 
	Section 3.02 Authentication of Certificates
	 	 	14	 
	Section 3.03 Temporary Certificates
	 	 	14	 
	Section 3.04 Registration of Transfer and Exchange of Certificates
	 	 	15	 
	Section 3.05 Mutilated, Destroyed, Lost or Stolen Certificates
	 	 	15	 
	Section 3.06 Persons Deemed Owners
	 	 	15	 
	Section 3.07 Cancellation
	 	 	16	 
	Section 3.08 Limitation of Liability for Payments
	 	 	16	 
	Section 3.09 Book-Entry and Definitive Certificates
	 	 	16	 
	 
	 	 	 	 
	ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS
	 	 	18	 
	 
	 	 	 	 
	Section 4.01 Certificate Account and Special Payments Account
	 	 	18	 
	Section 4.02 Distributions from Certificate Account and Special Payments Account
	 	 	19	 
	Section 4.03 Statements to Certificateholders
	 	 	20	 
	Section 4.04 Investment of Special Payment Moneys
	 	 	21	 
	 
	 	 	 	 
	ARTICLE V THE COMPANY
	 	 	21	 
	 
	 	 	 	 
	Section 5.01 Maintenance of Corporate Existence
	 	 	21	 
	Section 5.02 Consolidation, Merger or Sale of Assets Permitted
	 	 	21	 
	 
	 	 	 	 
	ARTICLE VI DEFAULT
	 	 	22	 
	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	22	 
	Section 6.02 Incidents of Sale of Equipment Notes
	 	 	23	 
	Section 6.03 Judicial Proceedings Instituted by Trustee
	 	 	23	 






i









 




TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	 	Page	 
	Section 6.04 Control by Certificateholders
	 	 	24	 
	Section 6.05 Waiver of Defaults
	 	 	24	 
	Section 6.06 Undertaking to Pay Court Costs
	 	 	25	 
	Section 6.07 Right of Certificateholders to Receive Payments Not to Be Impaired
	 	 	25	 
	Section 6.08 Certificateholders May Not Bring Suit Except Under Certain Conditions
	 	 	25	 
	Section 6.09 Remedies Cumulative
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VII THE TRUSTEE
	 	 	26	 
	 
	 	 	 	 
	Section 7.01 Certain Duties and Responsibilities
	 	 	26	 
	Section 7.02 Notice of Defaults
	 	 	27	 
	Section 7.03 Certain Rights of Trustee
	 	 	28	 
	Section 7.04 Not Responsible for Recitals or Issuance of Certificates
	 	 	29	 
	Section 7.05 May Hold Certificates
	 	 	29	 
	Section 7.06 Money Held in Trust
	 	 	29	 
	Section 7.07 Compensation and Reimbursement
	 	 	29	 
	Section 7.08 Corporate Trustee Required; Eligibility
	 	 	30	 
	Section 7.09 Resignation and Removal; Appointment of Successor
	 	 	30	 
	Section 7.10 Acceptance of Appointment by Successor
	 	 	32	 
	Section 7.11 Merger, Conversion, Consolidation or Succession to Business
	 	 	33	 
	Section 7.12 Maintenance of Agencies
	 	 	33	 
	Section 7.13 Money for Certificate Payments to Be Held in Trust
	 	 	34	 
	Section 7.14 Registration of Equipment Notes in Trustee’s Name
	 	 	35	 
	Section 7.15 Representations and Warranties of Trustee
	 	 	35	 
	Section 7.16 Withholding Taxes; Information Reporting
	 	 	36	 
	Section 7.17 Trustee’s Liens
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VIII CERTIFICATEHOLDER’S LISTS AND REPORTS BY TRUSTEE
	 	 	36	 
	 
	Section 8.01 The Company to Furnish Trustee with Names and Addresses of
Certificateholders
	 	 	36	 
	Section 8.02 Preservation of Information; Communication to Certificateholders
	 	 	36	 
	Section 8.03 Reports by Trustee
	 	 	37	 
	Section 8.04 Reports by Company
	 	 	37	 
	 
	 	 	 	 
	ARTICLE IX SUPPLEMENTAL TRUST AGREEMENTS
	 	 	37	 
	 
	 	 	 	 
	Section 9.01 Supplemental Trust Agreements Without Consent of Certificateholders
	 	 	37	 
	Section 9.02 Supplemental Trust Agreements with Consent of Certificateholders
	 	 	38	 






ii









 





TABLE OF CONTENTS

(continued)






	 	 	 	 	 
	 	 	 	Page	 
	Section 9.03 Documents Affecting Immunity or Indemnity
	 	 	39	 
	Section 9.04 Execution of Supplemental Trust Agreements
	 	 	39	 
	Section 9.05 Effect of Supplemental Trust Agreements
	 	 	39	 
	Section 9.06 Conformity to Trust Indenture Act
	 	 	39	 
	Section 9.07 Reference in Certificates to Supplemental Trust Agreements
	 	 	40	 
	 
	 	 	 	 
	ARTICLE X AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS
	 	 	40	 
	 
	 	 	 	 
	Section 10.01 Amendments and Supplements to Indenture and Other Note Documents
	 	 	40	 
	 
	 	 	 	 
	ARTICLE XI TERMINATION OF TRUST
	 	 	40	 
	 
	 	 	 	 
	Section 11.01 Termination of the Trust
	 	 	40	 
	 
	 	 	 	 
	ARTICLE XII MISCELLANEOUS PROVISIONS
	 	 	41	 
	 
	 	 	 	 
	Section 12.01 Limitation on Rights of Certificateholders
	 	 	41	 
	Section 12.02 Certificates Nonassessable and Fully Paid
	 	 	41	 
	Section 12.03 Notices
	 	 	42	 
	Section 12.04 Governing Law
	 	 	42	 
	Section 12.05 Severability of Provisions
	 	 	42	 
	Section 12.06 Trust Indenture Act Controls
	 	 	42	 
	Section 12.07 Effect of Headings and Table of Contents
	 	 	42	 
	Section 12.08 Successors and Assigns
	 	 	42	 
	Section 12.09 Benefits of Agreement
	 	 	43	 
	Section 12.10 Legal Holidays
	 	 	43	 
	Section 12.11 Counterparts
	 	 	43	 
	Section 12.12 Intention of Parties
	 	 	43	 
	 
	 	 	 	 
	SIGNATURE
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT A — FORM OF CERTIFICATE
	 	 	 	 






iii









 





     THIS PASS THROUGH TRUST AGREEMENT, dated as of November 6, 2008, between GATX CORPORATION, a
New York corporation (the “Company”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association, as pass through trustee ( the “Trustee”), is made with respect to the formation from
time to time of separate GATX Corporation Pass Through Trusts, and the issuance from time to time
of separate series of Pass Through Certificates representing fractional undivided interests in the
respective Trusts.



W I T N E S S E T H:




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



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



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



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



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



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



 









 





[Pass Through Trust Agreement]




ARTICLE I




DEFINITIONS




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




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




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




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




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



     “Act” when used with respect to any Holder, has the meaning specified in Section 1.04.



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



     “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Book-Entry Certificates, the rules and procedures of DTC, EuroClear and
Clearstream, Luxembourg that apply to such transfer or exchange.



     “Authorized Agent” when used with respect to the Certificates of any series, means any
Paying Agent or Registrar for the Certificates of such series.



     “Avoidable Tax” has the meaning specified in Section 7.09(e).



     “Basic Agreement” means this Pass Through Trust Agreement, as the same may from time
to time be supplemented, amended or modified, but does not include any Trust Supplement.



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



     “Business Day” means any day other than a Saturday, a Sunday, or a day on which
commercial banking institutions are authorized or obligated by law, executive order, or



2









 





[Pass Through Trust Agreement]




governmental decree to be closed in New York, New York, Chicago, Illinois, the city and state
in which the Corporate Trust Office of the Indenture Trustee is located or the city and state in
which the Corporate Trust Office of the Trustee is located.



     “Cede & Co.” means Cede & Co. as nominee for DTC.



     “Certificate” means any one of the certificates executed and authenticated by the
Trustee, substantially in the form of Exhibit A hereto.



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



     “Certificateholder or Holder” or “Certificateholders or Holders” when used
with respect to the Certificates of any series, means the Person or Persons in whose name a
Certificate of such series is, or Certificates of such series are, registered in the Register for
Certificates of such series.



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



     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act, as amended (the “Exchange Act”).



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



     “Clearstream, Luxembourg” means Clearstream Banking, société anonyme.



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



     “Company” means GATX Corporation, a New York corporation, or its successor in interest
pursuant to Section 5.02, or (only in the context of provisions hereof, if any, when such reference
is required for purposes of compliance with the Trust Indenture Act) any other obligor with respect
to the Certificates (within the meaning of the Trust Indenture Act).



     “Corporate Trust Office” with respect to any Owner Trustee, means the office of such
trustee in the city at which at any particular time its corporate trust business shall be
principally administered and, with respect to the Trustee and the Indenture Trustee, means the
corporate trust office at which the Basic Agreement or the Indenture, as appropriate, is
administered.



     “Cut-Off-Date” when used with respect to the Certificates of any series, means the
date designated as such in the Trust Supplement of such series.



3









 




[Pass Through Trust Agreement]



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



     “Definitive Certificates” when used with respect to the Certificates of any series,
has the meaning specified in Section 3.09.



     “Direction” has the meaning specified in Section 1.04(c).



     “Distribution Compliance Period” has the meaning specified in Section 3.01(e).



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



     “Equipment” means items of railroad rolling stock which are owned by or leased to the
Company and subject to any Indenture.



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



     “Euroclear” means Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear system, or any successor to Morgan Guaranty Trust Company of New York,
Brussels office, as operator thereof.



     “Event of Default” when used with respect to any Trust, means an event described in
Section 6.01.



     “Fractional Undivided Interest” means the fractional undivided interest in a Trust
that is evidenced by a Certificate relating to such Trust.



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



     “Indenture Event of Default” when used with respect to any Indenture, means any Event
of Default (as such term is defined in such Indenture).



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



     “Initial Regular Distribution Date” when used with respect to the Certificates of any
series means the first Regular Distribution Date on which a Scheduled Payment is to be made.



4









 




[Pass Through Trust Agreement]



     “Issuance Date” when used with respect to any Trust, means the date of the issuance of
the series of Certificates of such Trust.



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



     “Letter of Representations” when used with respect to the Certificates of any series,
means the initial agreement among the Company, the Trustee and the initial Clearing Agency
substantially in the form attached as an exhibit to the related Trust Supplement.



     “Note Documents” when used with respect to any Equipment Note, means the applicable
Indenture, Participation Agreement and, if the related Equipment is leased by the Company, the
related Lease.



     “Officer’s Certificate” means a certificate signed (i) in the case of a corporation by
the President, any Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of such corporation, (ii) in the case of a partnership by the Chairman of the
Board, the President or any Vice President the Treasurer or an Assistant Treasurer of a corporate
general partner, and (iii) in the case of an Owner Trustee or an Indenture Trustee, a certificate
signed by a Responsible Officer of such Owner Trustee or such Indenture Trustee.



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



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




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




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




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



     “Owner Participant” means, with respect to any Equipment Note, the “Owner
Participant”, if any, referred to in the Indenture pursuant to which such Equipment Note is issued
and any permitted successor or assign of any such Owner Participant; and Owner Participants at any
time of determination means all of the Owner Participants then referred to in the Indentures.



5









 




[Pass Through Trust Agreement]



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



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



     “Paying Agent” when used with respect to the Certificates of any series, means the
paying agent maintained and appointed for the Certificates of such series pursuant to Section 7.12.



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



     “Person” means any individual, corporation, partnership, association, trust,
unincorporated organization, or government or any agency or political subdivision thereof.



     “Pool Balance” when used with respect to any Trust, means, as of any date, the
aggregate unpaid principal amount of the Equipment Notes held in such Trust on such date plus the
amount of the principal payments on such Equipment Notes held by the Trustee and not yet
distributed. The Pool Balance as of any Regular Distribution Date or Special Distribution Date, if
any, with respect to such Trust shall be computed after giving effect to the payment of principal,
if any, on the Equipment Notes and distribution thereof to be made on that date.



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



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



     “Register and Registrar” when used with respect to the Certificates of any series,
means the register maintained and the registrar appointed pursuant to Sections 3.04 and 7.12.



6









 




[Pass Through Trust Agreement]



     “Regular Distribution Date” when used with respect to distributions from any Trust of
Scheduled Payments, means each date designated as such in the related Trust Supplement, until
payment of all the Scheduled Payments to be made under the Equipment Notes held in such Trust has
been made.



     “Request” means a request by the Company setting forth the subject matter of the
request accompanied by an Officer’s Certificate and an Opinion of Counsel as provided in
Section 1.02 hereof.



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



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



     “Special Distribution Date” means each date on which a Special Payment is to be
distributed, as specified in the applicable Trust Supplement.



     “Special Payment” when used with respect to a Special Distribution Date, means (i) any
payment of principal, premium, if any, and interest on an Equipment Note resulting from the
prepayment or purchase of such Equipment Note held in a Trust, (ii) any payment of principal and
interest (including any interest accruing upon default) on, or any other amount in respect of, an
Equipment Note upon an Indenture Event of Default in respect thereof or upon an acceleration under
the Indenture relating thereto, (iii) any Scheduled Payment or any Special Payment referred to in
clause (i) of this definition which is not in fact paid within ten Business Days of the Regular
Distribution Date or Special Distribution Date applicable thereto or (iv) any proceeds from the
sale of any Equipment Note by the Trustee pursuant to Article VI hereof; and Special Payments means
all of such Special Payments.



7









 




[Pass Through Trust Agreement]



     “Special Payments Account” when used with respect to the Certificates of any series,
means the account or accounts created and maintained for such series pursuant to Section 4.01(b)
and the related Trust Supplement.



     “Transfer Date” has the meaning assigned to that term or any of the terms “Delivery
Date,” “Funding Date” or “Closing Date” in a Participation Agreement.



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



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



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



     “Trust Property” when used with respect to any Trust, means the Equipment Notes held
as the property of such Trust and all monies at any time paid thereon and all monies due and to
become due thereunder, funds from time to time deposited in the related Certificate Account and the
related Special Payments Account and any proceeds from the sale by the Trustee pursuant to
Article VI hereof of any such Equipment Note.



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



     Section 1.02 Compliance Certificates and Opinions. Upon any application or request by
the Company, any Owner Trustee or any Indenture Trustee to the Trustee to take any action under any
provision of this Basic Agreement or any Trust Supplement, the Company, such Owner Trustee or such
Indenture Trustee, as the case may be, shall furnish to the Trustee an (i) Officer’s Certificate
stating that, in the opinion of the signer, all conditions precedent, if any, provided for in this
Basic Agreement or the applicable Trust Supplement relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case of any such
application or request as to which the furnishing of such documents is specifically required by any
provision of this Basic Agreement or any Trust Supplement relating to such particular application
or request, no additional certificate or opinion need be furnished, and (iii) in the case of
conditions precedent compliance with which is subject to verification by accountants, a certificate
or opinion of an accountant that satisfies Section 314(c)(3) of the Trust Indenture Act.



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[Pass Through Trust Agreement]



     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Basic Agreement (other than a certificate provided pursuant to Section 8.04(d)) or any
Trust Supplement shall include:




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




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




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




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



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



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



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



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



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conclusive in favor of the Trustee, the Company and the Indenture Trustee, if made in the
manner provided in this Section.



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




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




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




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




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




ARTICLE II




ORIGINAL ISSUANCE OF CERTIFICATES

ACQUISITION OF EQUIPMENT NOTES




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



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





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




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



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




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




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




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




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




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




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




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




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




          (12) any other terms of the Certificates of such series (which terms shall not be
inconsistent with the provisions of the Trust Indenture Act or adversely affect the interest
of the Certificateholders of any series Outstanding at the time), including any terms which
may be required or advisable under United States laws or regulations or advisable in
connection with the marketing of Certificates of the series.



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




     Section 2.02 Acquisition of Equipment Notes. Certificates of a series executed,
authenticated and delivered by the Trustee upon request of the Company in accordance with
Section 2.01(c) shall equal in the aggregate the aggregate principal amount of the Equipment Notes
to be purchased by the Trustee pursuant to the related Participation Agreements and shall



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evidence the entire ownership of the related Trust. The Trustee shall issue and sell such
Certificates, in authorized denominations and in such Fractional Undivided Interests, so as to
result in the receipt of consideration in an amount equal to the aggregate principal amount of such
Equipment Notes and, concurrently therewith, the Trustee shall purchase, pursuant to the terms and
conditions of the Participation Agreements, the Equipment Notes at a purchase price equal to the
amount of such consideration so received. Except as provided in Sections 3.03, 3.04 and 3.05
hereof, the Trustee shall not execute, authenticate or deliver Certificates of such series in
excess of the aggregate amount specified in this paragraph.



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



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



ARTICLE III




THE CERTIFICATES




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



          (b) Except as provided in Section 3.09, the definitive Certificates of such series shall be
printed, lithographed or engraved or produced by any combination of these methods or may be
produced in any other manner permitted by the rules of any securities




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[Pass Through Trust Agreement]






exchange on which such Certificates may be listed, all as determined by the officer executing
such Certificates, as evidenced by his execution of such Certificates.




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




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




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



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



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



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     Section 3.04 Registration of Transfer and Exchange of Certificates. (a) The Trustee
shall cause to be kept at the office or agency to be maintained by it in accordance with the
provisions of Section 7.12 a register (the “Register”) for each series of Certificates in which,
subject to the provisions of this Section 3.04 and the Certificates, the Trustee shall provide for
the registration of Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee shall initially be the registrar (the “Registrar”) for the purpose of registering
Certificates of each series and transfers and exchanges of Certificates as herein provided.



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




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




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




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



     Section 3.06 Persons Deemed Owners. Prior to due presentation of a Certificate for
registration of transfer, the Trustee, the Registrar, and any Paying Agent of the Trustee may treat



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[Pass Through Trust Agreement]





the person in whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.02 and for all other purposes
whatsoever, and neither the Trustee, the Registrar, nor any Paying Agent of the Trustee shall be
affected by any notice to the contrary.



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



     Section 3.08 Limitation of Liability for Payments. All payments or distributions made
to Certificateholders of any series under this Basic Agreement or the related Trust Supplement
shall be made only from the Trust Property of the related Trust and only to the extent that the
Trustee shall have sufficient income or proceeds from such Trust Property to make such payments in
accordance with the terms of Article IV of this Basic Agreement and the related Trust Supplement.
Each Certificateholder, by its acceptance of a Certificate, agrees that it will look solely to the
income and proceeds from the Trust Property of the related Trust to the extent available for
distribution to the Holder thereof as provided in this Basic Agreement and the related Trust
Supplement. Nothing in this Basic Agreement shall be construed as an agreement, or otherwise
creating an obligation, of the Company to pay any of the principal, premium, if any, and interest
due from time to time under the Equipment Notes or in respect of the Certificates. The Company is
a party to this Agreement solely for purposes of meeting the requirements of the Trust Indenture
Act, and therefore shall not have any right, obligation or liability hereunder (except as otherwise
expressly provided herein).



     Section 3.09 Book-Entry and Definitive Certificates. (a) The Certificates of each
series may be issued in the form of one or more typewritten Certificates representing the
Book-Entry Certificates of such series, to be delivered to DTC, the initial Clearing Agency, by, or
on behalf of, the Company. In such case, the Certificates of such series delivered to DTC shall
initially be registered on the Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such
Certificate Owner’s interest in the Certificates of such series, except as provided above and in
Subsection (d) below. Unless and until definitive, fully registered Certificates of such series
(the “Definitive Certificates”) have been issued pursuant to Subsection (d) below:




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




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




          (iii) to the extent that the provisions of this Section 3.09 conflict with any other
provisions of this Basic Agreement or any Trust Supplement (other than the



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[Pass Through Trust Agreement]




provisions of any Trust Supplement amending this Section 3.09 as permitted by this
Basic Agreement), the provisions of this Section 3.09 shall control;




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




          (v) whenever this Basic Agreement or any Trust Supplement requires or permits actions
to be taken based upon instructions or directions of Certificateholders of such series
holding Certificates of such series evidencing a specified percentage of the Fractional
Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent
such percentage only to the extent that it has received instructions to such effect from
Certificate Owners and/or Clearing Agency Participants owning or representing, respectively,
such required percentage of the beneficial interest in Certificates of such series and has
delivered such instructions to the Trustee. The Trustee shall have no obligation to
determine whether the Clearing Agency has in fact received any such instructions.



          (b) Whenever notice or other communication to the Certificateholders of such series is
required under this Basic Agreement or the related Trust Supplement, unless and until Definitive
Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all
such notices and communications specified herein to be given to Certificateholders of such series
to holders of Definitive Certificates at the address reflected on the Register and to the Clearing
Agency and/or the Clearing Agency Participants, and shall make available additional copies as
requested by such Clearing Agency Participants.




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




          (d) If with respect to the Certificates of any series, (i) the Company notifies the Trustee in
writing that the Clearing Agency is no longer willing or able to properly discharge its
responsibilities and the Trustee or the Company is unable to locate and appoint a qualified
successor, (ii) the Company at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an
Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing
Fractional Undivided Interests aggregating not less than a majority in interest in the related
Trust, by Act of




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[Pass Through Trust Agreement]




said Certificate Owners delivered to the Company and the Trustee, advise the Company, the
Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in the best interests
of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of
such series, through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of
such series held by the Clearing Agency, accompanied by registration instructions from the Clearing
Agency for registration of Definitive Certificates in the names of Certificate Owners of such
series, the Trustee shall issue and deliver the Definitive Certificates of such series in
accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the
Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such registration instructions. Upon
the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in
whose name such Definitive Certificates are registered in the Register as Certificateholders of
such series hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the
Company is unable to locate a qualified successor Clearing Agency.



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



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




ARTICLE IV




DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS




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



          (b) The Trustee shall establish and maintain on behalf of the Certificateholders of each
series a Special Payments Account as one or more accounts, which shall be non-interest-bearing
except as provided in Section 4.04. The Trustee shall hold such Special Payments Account in trust
for the benefit of the Certificateholders of such series, and shall make or permit withdrawals
therefrom only as provided in this Basic Agreement or the related Trust Supplement. On each day
when one or more Special Payments is made under any Indenture to the Trustee, as holder of the
Equipment Notes issued under such Indenture, the Trustee upon receipt shall immediately deposit the
aggregate amounts of such Special Payments in the applicable Special Payments Account.




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




     Section 4.02 Distributions from Certificate Account and Special Payments Account.
(a) On each Regular Distribution Date with respect to a series of Certificates or as soon
thereafter as the Trustee has confirmed receipt of the payment of the Scheduled Payments due on the
Equipment Notes held in the related Trust on such date, the Trustee shall distribute out of the
applicable Certificate Account the entire amount deposited therein on account of Scheduled Payments
pursuant to Section 4.01(a). There shall be so distributed to each Certificateholder of record on
the Record Date with respect to such Regular Distribution Date (other than as provided in
Section 11.01 concerning the final distribution) (i) by check mailed to such Certificateholder at
the address appearing in the Register or (ii) prior to the time Definitive Certificates are issued,
by wire transfer of same-day funds to the account designated by the Certificateholder to the
Trustee on or prior to the Record Date relating to such Regular Distribution Date, such
Certificateholder’s pro rata share (based on the aggregate Fractional Undivided Interest in the
related Trust held by such Certificateholder) of the aggregate amount in the applicable Certificate
Account.



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




          (c) The Trustee shall at the expense of the Company cause notice of each Special Payment with
respect to a series of Certificates to be mailed to each Certificateholder of such series at his
address as it appears in the Register. In the event of a prepayment or purchase of Equipment Notes
held in the related Trust, such notice shall be mailed not less than 20 days prior to the date any
such Special Payment is scheduled to be distributed. In the case of any other Special Payments,
such notice shall be mailed as soon as practicable after the Trustee has confirmed that it has
received funds for such Special Payment, stating the Special Distribution Date for such Special
Payment which shall occur not less than 15 days after the date of such notice and as soon as
practicable thereafter. Notices mailed by the Trustee shall set forth:





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



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          (ii) the amount of the Special Payment for each $1,000 face amount Certificate and the
amount thereof constituting principal, premium, if any, and interest;




          (iii) the reason for the Special Payment; and




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



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



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




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




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




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



     With respect to the Certificates registered in the name of a Clearing Agency or its nominee,
on the Record Date prior to each Distribution Date, the Trustee will request that such Clearing
Agency post on its Internet bulletin board a securities position listing setting forth the names of
all Clearing Agency Participants reflected on such Clearing Agency’s books as holding interests in
the Certificates on such Record Date. On each Distribution Date, the applicable Trustee will mail
to each such Clearing Agency Participant the statement described above and will make available
additional copies as requested by such Clearing Agency Participant for forwarding to holders of
interests in the Certificates.



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




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Clearing Agency Participants to be available for forwarding by such Clearing Agency
Participants to the holders of interests in the Certificates in the manner described in
Section 4.03(a).




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



ARTICLE V




THE COMPANY




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



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



          (b) The Company agrees with the Certificateholders of each series that, immediately prior to
and after giving effect to any transaction described in Section 5.02(a), no Event of Default with
respect to Equipment Notes held in the related Trust (which, in the case of Equipment Notes secured
by Equipment that is leased to the Company, arose solely as a result of an event of default under
the related Lease) and no Indenture Event of Default with respect to such Equipment Notes (which,
in the case of Equipment Notes secured by Equipment that is leased to the Company, arose solely as
a result of an event of default under the related Lease), and no event that, after notice or lapse
of time, or both, would become such an Event of Default




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or such an Indenture Event of Default, shall have occurred and be continuing. The Trustee,
subject to the provisions of Sections 7.01 and 7.02, may receive an Officer’s Certificate and an
Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance,
and any such assumption complies with the provisions of this Section 5.02.




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




ARTICLE VI




DEFAULT




     Section 6.01 Events of Default. If in respect of any Trust, any Indenture Event of
Default under any applicable Indenture (an “Event of Default”) shall occur and be continuing, then,
and in each and every case, so long as such Indenture Event of Default shall be continuing, the
Trustee may vote all of the Equipment Notes issued under the applicable Indenture and held in the
Trust, and upon the direction of the Certificateholders evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in such Trust, the Trustee shall vote a
corresponding majority of such Equipment Notes, in favor of directing the Indenture Trustee under
such Indenture, to declare the unpaid principal amount of the Equipment Notes then outstanding to
which such Event of Default relates and accrued interest thereon to be due and payable under, and
in accordance with the provisions of, the applicable Indenture. In addition, if an Indenture Event
of Default shall have occurred and be continuing under any Indenture, the Trustee may in accordance
with the applicable Indenture vote the Equipment Notes held in the Trust to which such Event of
Default relates to direct the Indenture Trustee regarding the exercise of remedies provided in such
Indenture.



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




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     Section 6.02 Incidents of Sale of Equipment Notes. Upon any sale of all or any part
of the Equipment Notes made either under the power of sale given under this Basic Agreement or the
related Trust Supplement or otherwise for the enforcement of this Basic Agreement or the related
Trust Supplement, the following shall be applicable:



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




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




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




     Section 6.03 Judicial Proceedings Instituted by Trustee.



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




          (b) Trustee May File Proofs of Claim; Appointment of Trustee as Attorney-in-Fact in
Judicial Proceedings. The Trustee in its own name, or as trustee of an express trust, or as
attorney-in-fact for the Certificateholders of any series, or in any one or more of such capacities
(irrespective of whether distributions on the Certificates of any series shall then be due and
payable, or the payment of the principal on any Equipment Notes shall then be due and payable, as
therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand to the relevant Indenture Trustee for the payment of overdue principal, premium (if
any) or interest on the Equipment Notes), shall be entitled and empowered to file such proofs of
claim and other papers or documents as may be necessary or advisable in order to have the claims of
the Trustee and of the Certificateholders of any series allowed in any receivership, insolvency,
bankruptcy, liquidation, readjustment, reorganization or any other



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judicial proceedings relative to the Company or any Owner Trustee or Owner Participant, their
respective creditors or property. Any receiver, assignee, trustee, liquidator, sequestrator (or
similar official) in any such judicial proceeding is hereby authorized by each Certificateholder to
make payments in respect of such claim to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Certificateholders of any series, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel. Nothing contained in this Basic Agreement or any
related Trust Supplement shall be deemed to give to the Trustee any right to accept or consent to
any plan of reorganization or otherwise by action of any character in any such proceeding or to
waive or change in any way any right of any Certificateholder of any series.




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




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




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




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




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



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




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



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[Pass Through Trust Agreement]



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




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



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



     Section 6.06 Undertaking to Pay Court Costs. All parties to this Basic Agreement and
the related Trust Supplement, and each Certificateholder by his acceptance of a Certificate, shall
be deemed to have agreed that any court may in its discretion require, in any suit, action or
proceeding for the enforcement of any right or remedy under this Basic Agreement or the related
Trust Supplement, or in any suit, action or proceeding against the Trustee for any action taken or
omitted by it as Trustee hereunder or under the related Trust Supplement, the filing by any party
litigant in such suit, action or proceeding of an undertaking to pay the costs of such suit, action
or proceeding, and that such court may, in its discretion, assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, action or proceeding, having
due regard to the merits and good faith of the claims or defenses made by such party litigant;
provided, however, that the provisions of this Section shall not apply to (a) any suit, action or
proceeding instituted by any Certificateholder or group of Certificateholders of any series
evidencing Fractional Undivided Interests aggregating more than 10% of the relevant Trust, (b) any
suit, action or proceeding instituted by any Certificateholder of any series for the enforcement of
the distribution of payments pursuant to Section 4.02 hereof on or after the respective due dates
expressed herein or (c) any suit, action or proceeding instituted by the Trustee.



     Section 6.07 Right of Certificateholders to Receive Payments Not to Be Impaired.
Anything in this Basic Agreement or any Trust Supplement to the contrary notwithstanding, including
without limitation Section 6.08 hereof, the right of any Certificateholder to receive distributions
of payments required pursuant to Section 4.02 hereof on the Certificates when due, or to institute
suit for the enforcement of any such payment on or after the applicable Regular Distribution Date
or Special Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.



     Section 6.08 Certificateholders May Not Bring Suit Except Under Certain Conditions. A
Certificateholder of any series shall not have the right to institute any suit, action or
proceeding at law or in equity or otherwise with respect to this Basic Agreement or the related
Trust Supplement, for the appointment of a receiver or for the enforcement of any other remedy
under this Basic Agreement or the related Trust Supplement, unless:



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[Pass Through Trust Agreement]


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




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




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




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



     It is understood and intended that no one or more of the Certificateholders of any series
shall have any right in any manner whatsoever hereunder or under the related Trust Supplement or
under the Certificates of such series to (i) surrender, impair, waive, affect, disturb or prejudice
any property in the Trust Property of the related Trust or the lien of any applicable Indenture on
any property subject thereto, or the rights of the Certificateholders of such series or the holders
of the applicable Equipment Notes, (ii) obtain or seek to obtain priority over or preference to any
other Certificateholder of such series or (iii) enforce any right under this Basic Agreement or the
related Trust Supplement, except in the manner herein or therein provided and for the equal,
ratable and common benefit of all the Certificateholders of such series subject to the provisions
of this Basic Agreement and the related Trust Supplement.



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



ARTICLE VII




THE TRUSTEE




     Section 7.01 Certain Duties and Responsibilities. (a) Except during the continuance
of an Event of Default,




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




          (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions



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[Pass Through Trust Agreement]


expressed therein, upon certificates or opinions furnished to the Trustee and
conforming to the requirements of this Basic Agreement and the related Trust Supplement; but
in the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to
examine the same to determine whether or not they conform to the requirements of this Basic
Agreement and related Trust Supplement.



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




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





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




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




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




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



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




     Section 7.02 Notice of Defaults. As promptly as practicable after, and in any event
within 90 days after, the occurrence of any Default hereunder, the Trustee shall transmit by mail
to the Company, the related Owner Trustee, the related Indenture Trustee and to all
Certificateholders holding Certificates of the related series in accordance with Section 313(c) of
the Trust Indenture Act, as their names and addresses appear in the Register, notice of such
Default hereunder known to the Trustee, unless such Default shall have been cured or waived;



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provided, however, that, except in the case of a Default in the payment of the principal of,
premium, if any, or interest on any Equipment Note, the Trustee shall be protected in withholding
such notice if and so long as the board of directors, the executive committee or a trust committee
of directors and/or Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Certificateholders of the related series.




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



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




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




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




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




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




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




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




          (i) delivery of reports, information and documents to the Trustee under Section 8.04(a) and
(b) is for informational purposes only and the Trustee’s receipt of the



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[Pass Through Trust Agreement]

foregoing shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, and the Trustee shall be entitled to rely
conclusively on the certificates to be delivered to the Trustee under Section 8.04(d) as to the
Company’s compliance with any of its covenants hereunder.




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



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



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



     Section 7.07 Compensation and Reimbursement. The Company agrees




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




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




          (3) to indemnify, or cause to be indemnified, the Trustee in accordance with the
applicable Participation Agreement. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate



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[Pass Through Trust Agreement]


counsel with the consent of the Company and the Company will pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made without its
consent; and




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



     In addition, the Trustee shall be entitled to reimbursement from, and shall have a lien prior
to the Certificates upon, all property and funds held or collected by the Trustee in its capacity
as Trustee for any tax incurred without negligence, bad faith or willful misconduct, on its part,
arising out of or in connection with the acceptance or administration of the Trust created pursuant
to any Trust Supplement (other than any tax attributable to the Trustee’s compensation for serving
as such), including any costs and expenses incurred in contesting the imposition of any such tax.
If the Trustee reimburses itself for any such tax it will within 30 days mail a brief report
setting forth the circumstances thereof to all Certificateholders as their names and addresses
appear in the Register.



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



     Section 7.09 Resignation and Removal; Appointment of Successor. (a) No resignation or
removal of the Trustee of any Trust and no appointment of a successor Trustee pursuant to this
Article shall become effective until the acceptance of appointment by the successor Trustee under
Section 7.10.



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




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




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





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




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




          (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or
insolvent or a receiver of the Trustee or of its property shall be appointed or any public
officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation;


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




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




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




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




     Section 7.10 Acceptance of Appointment by Successor. (a) Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring
Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee with respect to the related Trusts shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to related Trusts; but, on request
of the Company or the successor Trustee, such retiring Trustee shall execute and deliver an
instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee with respect to the related Trusts, subject nevertheless to its
lien, if any, provided for in Section 7.07. Upon request of any such successor Trustee, the
Company, the retiring Trustee and such successor Trustee shall execute and deliver any and all
instruments containing such provisions as shall be necessary or desirable to transfer and confirm
to, and for more fully and certainly vesting in, such successor Trustee all such rights, powers and
trusts.



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




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     Section 7.11 Merger, Conversion, Consolidation or Succession to Business. Any Person
into which the Trustee may be merged or converted or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the Trustee shall be a
party, or any Person succeeding to all or substantially all of the corporate trust business of the
Trustee, including the administration of the Basic Agreement, shall be the successor of the Trustee
hereunder, provided such Person shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of any of the parties
hereto. In case any Certificates shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Certificates so authenticated with the same effect as
if such successor Trustee had itself authenticated such Certificates.



     Section 7.12 Maintenance of Agencies. (a) With respect to each series of
Certificates, there shall at all times be maintained in the Borough of Manhattan, The City of New
York, an office or agency where Certificates of such series may be presented or surrendered for
registration of transfer or for exchange, and for payment thereof and where notices and demands to
or upon the Trustee in respect of the Certificates or of this Basic Agreement or any Trust
Supplement may be served. Such office or agency shall be initially at U.S. Bank Trust National
Association, 100 Wall Street, Suite 1600, New York, NY 10005, Attention: Corporate Trust Services
(GATX Corporation 200_-___Pass Through Trust Agreement). Written notice of the location of each
such other office or agency and of any change of location thereof shall be given by the Trustee to
the Company, the Owner Trustees, the Indenture Trustees and the Certificateholders of such series.
In the event that no such office or agency shall be maintained or no such notice of location or of
change of location shall be given, presentations and demands may be made and notices may be served
at the Corporate Trust Office of the Trustee.



          (b) There shall at all times be a Registrar and a Paying Agent with respect to the
Certificates of each series. Each such Authorized Agent shall be a bank or trust company, shall be
a corporation organized and doing business under the laws of the United States or any state, with
(or, in the case of a subsidiary of a bank holding company, its parent shall have) a combined
capital and surplus of at least $100,000,000, and shall be authorized under such laws to exercise
corporate trust powers, subject to supervision by Federal or state authorities. The Trustee shall
initially be the Paying Agent and, as provided in Section 3.04, Registrar hereunder with respect to
the Certificates of each series. Each Registrar shall furnish to the Trustee, at stated intervals
of not more than six months, and at such other times as the Trustee may request in writing, a copy
of the Register.




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




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




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




     Section 7.13 Money for Certificate Payments to Be Held in Trust. All moneys deposited
with any Paying Agent for the purpose of any payment on Certificates of any series shall be
deposited and held in trust for the benefit of the Certificateholders entitled to such payment,
subject to the provisions of this Section. Moneys so deposited and held in trust shall constitute
a separate trust fund for the benefit of the Certificateholders with respect to which such money
was deposited.



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




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




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




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



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



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by any Paying Agent to the Trustee, such Paying Agent shall be released from all further
liability with respect to such money.



     Section 7.14 Registration of Equipment Notes in Trustee’s Name. The Trustee agrees
that all Equipment Notes and Permitted Government Investments, if any, shall be issued in the name
of the Trustee for the applicable Trust or its nominee and held by the Trustee, or, if not so held,
the Trustee or its nominee shall be reflected as the owner of such Equipment Notes or Permitted
Government Investments, as the case may be, in the register of the issuer of such Equipment Notes,
Permitted Government Investments under the applicable provisions of the Uniform Commercial Code in
effect where the Trustee holds such Equipment Notes or Permitted Government Investments or other
applicable law then in effect.



     Section 7.15 Representations and Warranties of Trustee. The Trustee hereby represents
and warrants that:




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




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




          (iii) the execution, delivery and performance by the Trustee of this Basic Agreement
(a) will not violate any provision of any United States law or regulation governing the
banking and trust powers of the Trustee or any order, writ, judgment, or decree of any
court, arbitrator, or governmental authority applicable to the Trustee or any of its assets,
(b) will not violate any provision of the articles of association or by-laws of the Trustee,
or (c) will not violate any provision of, or constitute, with or without notice or lapse of
time, a default under, or result in the creation or imposition of any lien on any properties
included in the Trust Property or any Trust pursuant to the provisions of any mortgage,
indenture, contract, agreement or other undertaking to which it is a party, which violation,
default or lien could reasonably be expected to have an adverse effect on the Trustee’s
performance or ability to perform its duties hereunder or thereunder or on the transactions
contemplated herein or therein;




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




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



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



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



ARTICLE VIII




CERTIFICATEHOLDER’S LISTS AND REPORTS BY TRUSTEE




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



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



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     Section 8.03 Reports by Trustee. Within 60 days after May 15 of each year commencing
with the year 2009, the Trustee shall transmit to the Certificateholders of each series, as
provided in Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15, if
required by Section 313(a) of the Trust Indenture Act.



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



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




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




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




ARTICLE IX




SUPPLEMENTAL TRUST AGREEMENTS




     Section 9.01 Supplemental Trust Agreements Without Consent of Certificateholders.
Without the consent of the Certificateholders of any series, the Company may, and the Trustee
(subject to Section 9.03) shall at the Company’s request, at any time and from time to time enter
into one or more agreements supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:



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




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




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




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




          (5) to comply with any requirement of the Commission, any applicable law, rules or
regulations of any exchange or quotation system on which the Certificates of any series are
listed or of any regulatory body; or




          (6) to modify, eliminate or add to the provisions of this Basic Agreement to such
extent as shall be necessary to continue the qualification of this Agreement (including any
supplemental agreement) under the Trust Indenture Act or under any similar Federal statute
hereafter enacted, and to add to this Basic Agreement such other provisions as may be
expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred
to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this
Basic Agreement was executed or any corresponding provision in any similar Federal statute
hereafter enacted; or




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




     Section 9.02 Supplemental Trust Agreements with Consent of Certificateholders. With
respect to each separate Trust and the series of Certificates relating thereto, with the consent of
the Certificateholders holding Certificates evidencing Fractional Undivided Interests aggregating
not less than a majority in interest in such Trust, by Act of said Certificateholders delivered to
the Company and the Trustee, the Company may and the Trustee (subject to Section 9.03) shall, enter
into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Basic Agreement or the related
Trust Supplement to the extent applicable to such Certificateholders or of modifying in any manner
the rights and obligations of the Certificateholders of such series under this Basic Agreement or
the related Trust Supplement; provided, however, that no such



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supplemental agreement shall, without the consent of the Holder of each Outstanding
Certificate affected thereby:




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




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




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



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



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



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



     Section 9.05 Effect of Supplemental Trust Agreements. Upon the execution of any
supplemental agreement under this Article, this Basic Agreement shall be modified in accordance
therewith, and such supplemental agreement shall form a part of this Basic Agreement for all
purposes; and every Certificateholder of each series theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby to the extent applicable to such series.



     Section 9.06 Conformity to Trust Indenture Act. Every supplemental agreement executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in
effect.



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     Section 9.07 Reference in Certificates to Supplemental Trust Agreements. Certificates
of each series authenticated and delivered after the execution of any supplemental agreement
applicable to such series pursuant to this Article may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental agreement; and, in such case, suitable
notation may be made upon Outstanding Certificates of such series after proper presentation and
demand.



ARTICLE X




AMENDMENTS TO INDENTURES AND NOTE DOCUMENTS




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



ARTICLE XI




TERMINATION OF TRUST




     Section 11.01 Termination of the Trust. With respect to each Trust created hereby and
by its related Trust Supplement, the respective obligations and responsibilities of the Company and
the Trustee created hereby and thereby and such Trust created hereby and thereby shall terminate
upon the distribution to all Certificateholders of the related series of all amounts required to be
distributed to them pursuant to this Basic Agreement and the related Trust Supplement and the
disposition of all property held as part of the Trust Property of such Trust; provided,
however, that in no event shall such Trust continue beyond the final expiration date
determined as provided in such Trust Supplement.



40









 





[Pass Through Trust Agreement]

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



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



ARTICLE XII




MISCELLANEOUS PROVISIONS




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



     Section 12.02 Certificates Nonassessable and Fully Paid. Certificateholders of each
series shall not be personally liable for obligations of the related Trust, the Fractional
Undivided Interests represented by the Certificates of any series shall be nonassessable for any
losses or expenses of the related Trust or for any reason whatsoever, and Certificates of such
series upon authentication thereof by the Trustee pursuant to Section 3.02 are and shall be deemed
fully paid. No Certificateholder of such series shall have any right (except as expressly provided
herein) to vote or in any manner otherwise control the operation and management of the related
Trust



41









 





[Pass Through Trust Agreement]


Property, the related Trust, or the obligations of the parties hereto, nor shall anything set
forth herein, or contained in the terms of the Certificates of such series, be construed so as to
constitute the Certificateholders of such series from time to time as partners or members of an
association.



     Section 12.03 Notices. With respect to Certificates of each series, all demands,
notices, and communications under the Basic Agreement or such Trust Supplement with respect to such
Trust shall be in writing, personally delivered or mailed by certified mail-return receipt
requested, and shall be deemed to have been duly given upon receipt, in the case of the Company, at
the following address: GATX Corporation, 222 West Adams Street, Chicago, Illinois 60606,
Attention: Treasurer, and, in the case of the Trustee, at the following address: U.S. Bank Trust
National Association, 300 Delaware Avenue, 9th Floor, Mail Code: EX-DE-WDAW, Wilmington, DE 19801,
Ref: GATX Trust No. 20_-___, Attention: Corporate Trust Services or, in each case, at such other
address as shall be designated by such party in a written notice to the other parties. Any notice
required or permitted to be given to a Certificateholder of any series hereunder shall be mailed by
first class mail, postage prepaid, at the address of such Holder as shown in the Register. Any
notice so mailed within the time prescribed in this Basic Agreement or the related Trust Supplement
shall be conclusively presumed to have been duly given, whether or not the Certificateholder of
such series received such notice. The Trustee shall promptly furnish the Company with a copy of
each demand, notice or written communication received by the Trustee hereunder from any
Certificateholder of any series, any Owner Trustee or any Indenture Trustee.



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



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



     Section 12.06 Trust Indenture Act Controls. This Basic Agreement and any Trust
Supplement are subject to the provisions of the Trust Indenture Act and shall, to the extent
applicable, be governed by such provisions.



     Section 12.07 Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.



     Section 12.08 Successors and Assigns. All covenants, agreements, representations and
warranties in this Basic Agreement by the Trustee and the Company shall bind and, to the extent



42









 





[Pass Through Trust Agreement]


permitted hereby, shall inure to the benefit of and be enforceable by their respective
successors and assigns, whether so expressed or not.



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



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



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



     Section 12.12 Intention of Parties. The parties hereto intend that each Trust be
classified for U.S. federal income tax purposes as a grantor trust under Subpart E, Part I of
Subchapter J of the Internal Revenue Code of 1986, as amended, and not as a trust or association
taxable as a corporation or as a partnership. The powers granted and obligations undertaken
pursuant to this Agreement shall be so construed so as to further such intent.



43









 





[Pass Through Trust Agreement]

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



	 	 	 	 	 	 	 
	 	 	GATX CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 







44









 





[Pass Through Trust Agreement]



EXHIBIT A




FORM OF CERTIFICATE




     [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTIONS 3.10 AND 3.11 OF THE PASS THROUGH TRUST
AGREEMENT REFERRED TO HEREIN.]*



     BY YOUR ACQUISITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN, YOU REPRESENT AND AGREE, FOR
THE BENEFIT OF THE INDENTURE TRUSTEE, THE TRUSTEE, [THE LESSORS HEREIN REFERRED TO] AND GATX
CORPORATION, THAT (A) YOU ARE NOT A PLAN (AS DEFINED BELOW) AND THAT YOU ARE NOT PURCHASING OR
HOLDING SUCH CERTIFICATE OR ANY INTEREST HEREIN ON BEHALF OF, OR WITH THE ASSETS OF, A PLAN OR (B)
YOUR PURCHASE, HOLDING AND DISPOSITION OF THIS CERTIFICATE OR INTEREST HEREIN IS EXEMPT FROM THE
PROHIBITED TRANSACTION RULES OF ERISA (AS DEFINED BELOW) AND THE CODE (AS DEFINED BELOW) PURSUANT
TO ONE OR MORE APPLICABLE STATUTORY OR ADMINISTRATIVE PROHIBITED TRANSACTION EXEMPTIONS. FOR THESE
PURPOSES, A “PLAN” INCLUDES AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) SUBJECT TO TITLE I OF ERISA, A “PLAN”
(AS DEFINED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”)),
OR ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY SUCH EMPLOYEE BENEFIT
PLAN’S OR PLAN’S INVESTMENT IN THE ENTITY.


GATX Corporation
___ PASS THROUGH TRUST






 




			
	*	 	To be included on the face of each Book-Entry Certificate.




EXHIBIT A

Page 1





 









 





[Pass Through Trust Agreement]



___% Pass Through

Certificate, Series ____

CUSIP ___

Final Regular Distribution Date:                    



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




					
	 	 	 	 	 
	Certificate

No. ___
	 	 
	 	$                     Fractional Undivided Interest representing ___.

of the Trust per $1,000 face amount






     THIS CERTIFIES THAT                                         , for value received, is the registered owner of a
$                     (                     dollars) Fractional Undivided Interest in GATX Corporation ___ Pass
Through Trust (the “Trust”) created by U.S. Bank Trust National Association as trustee (the
"Trustee”), pursuant to a Pass Through Trust Agreement dated as of November ___, 2008 and a related
Trust Supplement dated as of November ___, 2008 (collectively, the “Agreement”) between the
Trustee and GATX Corporation, a corporation incorporated under New York law (the “Company”), a
summary of certain of the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in
the Agreement. This Certificate is one of the duly authorized Certificates designated as “___%
Pass Through Certificates, Series ___” (herein called the “Certificates”). This Certificate is
issued under and is subject to the terms, provisions, and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which
such Holder is bound. The property of the Trust includes certain Equipment Notes (the “Trust
Property”). The Equipment Notes are secured by a security interest in railroad rolling stock
[leased to][owned by] the Company.



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



     Subject to and in accordance with the terms of the Agreement, from funds then available to the
Trustee, there will be distributed on each                      and                      (a “Regular Distribution
Date”), commencing on                     , to the person in whose name this Certificate is registered at
the close of business on the day of the month which is 15 days preceding the Regular Distribution
Date, an amount in respect of the Scheduled Payments on the Equipment Notes due on such Regular
Distribution Date, the receipt of which has been confirmed by the Trustee, equal to the product of
the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum
of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, in the
event that Special Payments on the Equipment Notes are received by the Trustee, from funds then
available to the Trustee, there shall be distributed on the applicable Special Distribution Date,
to the Person in whose name this Certificate is registered at the close of business on the day of
the month which is 15 days


EXHIBIT A

Page 2





 









 





[Pass Through Trust Agreement]


preceding the Special Distribution Date, an amount in respect of such Special Payments on the
Equipment Notes, the receipt of which has been confirmed by the Trustee, equal to the product of
the percentage interest in the Trust evidenced by this Certificate and an amount equal to the sum
of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date
is not a Business Day, distribution shall be made on the immediately following Business Day. The
Special Distribution Date shall be the ___th day of the month determined as provided in the
Agreement. The Trustee shall mail notice of each Special Payment and the Special Distribution Date
therefor to the Holders of the Certificates.




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



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



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



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



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


EXHIBIT A

Page 3




 









 





[Pass Through Trust Agreement]



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



	 	 	 	 	 	 	 
	 	 	GATX CORPORATION PASS THROUGH TRUST	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	U.S. Bank Trust National Association, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title	 	 





EXHIBIT A

Page 4




 









 






[FORM OF THE TRUSTEE’S CERTIFICATE

OF AUTHENTICATION]




Dated:




This is one of the Certificates referred

to in the within-mentioned Agreement.




	 	 	 	 	 	 	 
	 	 	U.S. Bank Trust National Association, as Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Authorized Officer	 	 






[REVERSE OF CERTIFICATE]




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



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



     As provided in the Agreement and subject to certain limitations therein set forth, the
transfer of this Certificate is registrable in the Register upon surrender of this Certificate for
registration of transfer at the offices or agencies maintained by the Trustee in its capacity as
Registrar, or by any successor Registrar, in the Borough of Manhattan, the City of New York,




EXHIBIT A

Page 5




 









 






duly
endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and
the Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations evidencing the same
aggregate Fractional Undivided Interest in the Trust will be issued to the designated transferee or
transferees.




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



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



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



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




EXHIBIT A

Page 6






 









 





[FORM OF TRANSFER NOTICE]




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




	 	 	Insert Taxpayer Identification No.
	 
	 	 	 

	 
	 	 	 

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

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

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





Date:                     




                                                            





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




EXHIBIT A

Page 7