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                                                                     Exhibit 4.5

                                GATX CORPORATION

                     7.5% Convertible Senior Notes due 2007

                      Fully and Unconditionally Guaranteed
                                       by
                           GATX Financial Corporation

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                February 1, 2002

Salomon Smith Barney Inc.
J.P. Morgan Securities Inc.
    As Representatives of the Initial Purchasers
    Named in Schedule I to the Purchase Agreement
c/o Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

     GATX Corporation, a New York corporation (the "Company"), proposes to issue
and sell (such issuance and sale, the "Initial Placement") to the several
parties named in Schedule I to the Purchase Agreement (the "Initial Purchasers")
for whom you (the "Representatives") are acting as representatives, upon the
terms set forth in a purchase agreement dated January 28, 2002 (the "Purchase
Agreement"), $150,000,000 aggregate principal amount (plus up to an additional
$25,000,000 aggregate principal amount to cover over-allotments, if any) of its
7.5% Convertible Senior Notes due 2007 (the "Notes"). GATX Financial
Corporation, a Delaware corporation (the "Guarantor"), will fully and
unconditionally guarantee the Notes (the "Guarantee" and, together with the
Notes, the "Securities").

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

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

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

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

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

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

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

     "Closing Date" means February 1, 2002.

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

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

     "Default Rate" means the rate of interest payable with respect to overdue
amounts on the Securities pursuant to Section 4.1 of the Indenture.

     "DTC" means The Depository Trust Company.

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

     "Final Maturity Date" means February 1, 2007.

     "Holder" means a person who is a holder or beneficial owner (including the
Initial Purchasers) of any Securities or shares of Common Stock issued upon
conversion of Notes;

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provided that, unless otherwise expressly stated herein, only registered holders
of Securities or Common Stock issued on conversion of the Notes shall be counted
for purposes of calculating any proportion of holders entitled to take any
action or give notice pursuant to this Agreement.

     "Indenture" means the Indenture relating to the Securities dated as of
February 1, 2002, among the Company, the Guarantor and JPMorgan Chase Bank, as
trustee, as the same may be amended from time to time in accordance with the
terms thereof.

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

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

     "Interest Payment Date" shall mean February 1 and August 1.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     "SEC" means the Securities and Exchange Commission.

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

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

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

     "Shelf Registration Statement" means a "shelf" registration statement of
the Company filed pursuant to the provisions of Section 2 hereof which covers
some or all of the Securities and the Common Stock issuable upon conversion of
the Notes, as applicable, on Form S-3 or on another appropriate form for an
offering to be made on a delayed or continuous basis pursuant to Rule 415 under
the Act, or any similar rule that may be adopted by the SEC, and all amendments
and supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all documents incorporated or deemed to be incorporated by
reference therein.

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

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

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

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

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

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

          2. Shelf Registration Statement.
             ----------------------------

          (a) The Issuers shall prepare and file with the SEC within 90 days
     following the Closing Date a Shelf Registration Statement with respect to
     resales of the Transfer Restricted Securities by the Holders from time to
     time in accordance with the methods of distribution elected by such Holders
     and set forth in such Shelf Registration Statement (subject to Section
     3(u)) and thereafter shall use their reasonable best efforts to cause such
     Shelf Registration Statement to be declared effective under the Act within
     150 days after the Closing Date; provided that if any Securities are issued
     upon exercise of the over-allotment option granted to the Initial
     Purchasers in the Purchase Agreement and the date on which such Securities
     are issued occurs after the Closing Date, the Issuers will take such steps,
     prior to the effective date of the Shelf Registration Statement, to ensure
     that such Securities and Common Stock issuable upon conversion of the Notes
     are included in the Shelf Registration Statement on the same terms as the
     Securities issued on the Closing Date. The Issuers shall supplement or
     amend the Shelf Registration

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     Statement if required by the rules, regulations or instructions applicable
     to the registration form used by the Issuers for the Shelf Registration
     Statement, or by the Act, the Exchange Act or the SEC.

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

               (ii) After the Shelf Registration Statement has become effective,
          the Issuers shall, upon the request of any Holder of Transfer
          Restricted Securities, promptly send a Notice and Questionnaire to
          such Holder. From and after the date on which the Shelf Registration
          Statement has become effective, the Issuers shall (i) as promptly as
          is practicable after the date a completed and signed Notice and
          Questionnaire and such other information as the Issuers may reasonably
          request is delivered to the Issuers, and in any event within five
          Business Days after such date, prepare and file with the SEC (x) a
          supplement to the Prospectus or, if required by applicable law, a
          post-effective amendment to the Shelf Registration Statement and (y)
          any other document required by applicable law, so that the Holder
          delivering such Notice and Questionnaire is named as a selling
          security holder in the Shelf Registration Statement and is permitted
          to deliver the Prospectus to purchasers of such Holder's Transfer
          Restricted Securities in accordance with applicable law, and (ii) use
          their reasonable best efforts to cause any such post-effective
          amendment to become effective under the Act as promptly as is
          practicable; provided, however, that if a Notice and Questionnaire is
          delivered to the Issuers during a Suspension Period, the Issuers shall
          not be obligated to take the actions set forth in clauses (i) and (ii)
          until the termination of such Suspension Period.

          (c) The Issuers shall use their reasonable best efforts to keep the
     Shelf Registration Statement continuously effective under the Act in order
     to permit the Prospectus forming a part thereof to be usable, subject to
     Section 2(d), by all Notice Holders until the earliest of (i) the second
     anniversary of the Closing Date, (ii) the date on which all the Securities
     or Common Stock issued or issuable upon conversion of the Notes may be sold
     by non-affiliates ("affiliates" for such purpose having the meaning set
     forth in Rule 144) of the Issuers pursuant to paragraph (k) of Rule 144 (or
     any successor provision) promulgated by the SEC under the Act, (iii) the
     date as of which all the Securities or Common Stock issued or issuable upon
     conversion of the Notes have been transferred pursuant to Rule 144 under
     the Act (or any similar provision then in force) and (iv) such date as of
     which all the Securities or the Common Stock issued or issuable

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     upon conversion of the Notes have been sold pursuant to the Shelf
     Registration Statement (in any such case, such period being called the
     "Shelf Registration Period").

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

               (d) The Issuers may suspend the use of the Prospectus for a
          period not to exceed 30 days in any three-month period or for three
          periods not to exceed an aggregate of 60 days in any 12-month period
          (the "Suspension Period") for valid business reasons, to be determined
          by the Issuers in their sole reasonable judgment (not including
          avoidance of the Issuers' obligations hereunder), including, without
          limitation, the acquisition or divestiture of assets, public filings
          with the SEC, pending corporate developments and similar events;
          provided that the Issuers promptly thereafter comply with the
          requirements of Section 3(j) hereof, if applicable; provided, further,
          that the existence of a Suspension Period will not prevent the
          occurrence of a Registration Default or otherwise limit the obligation
          of the Issuers to pay Liquidated Damages.

               (e) If (i) the Shelf Registration Statement is not filed with the
          SEC on or prior to 90 days after the Closing Date, (ii) the Shelf
          Registration Statement has not been declared effective by the SEC
          within 150 days after the Closing Date, or (iii) the Shelf
          Registration Statement is filed and declared effective but shall
          thereafter cease to be effective (without being succeeded immediately
          by a replacement shelf registration statement filed and declared
          effective) or usable for the offer and sale of Transfer Restricted
          Securities for a period of time (including any Suspension Period)
          which shall exceed 60 days in the aggregate in any 12 month period
          during the period beginning on the Closing Date and ending on the
          second anniversary of the Closing Date or, if later, the second
          anniversary of the last date on which any Securities are issued upon
          exercise of the Initial Purchasers' over-allotment option (each such
          event referred to in clauses (i) through (iii), a "Registration
          Default"), the Issuers will pay liquidated damages ("Liquidated
          Damages") to each Holder of Transfer Restricted Securities who has
          complied with such Holder's obligations under this Agreement. The
          amount of Liquidated Damages payable during any period in which a
          Registration Default has occurred and is continuing is the amount
          which is equal to one quarter of one percent (25 basis points) per
          annum per $1,000 principal amount of Securities or $2.50 per annum per
          29.334 shares of Common Stock (subject to adjustment in the event of a
          stock split, stock recombination, stock dividend and the like)
          constituting Transfer Restricted Securities for the first 90 days
          during which a Registration Default has occurred and is continuing and
          one-half of one percent (50 basis points) per annum per $1,000
          principal amount of Securities or $5.00 per annum per 29.334 shares of
          Common Stock (subject to adjustment

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     as set forth above) constituting Transfer Restricted Securities for any
     additional days during which a Registration Default has occurred and is
     continuing (in each case subject to further adjustment from time to time in
     the event of a stock split, stock recombination, stock dividend and the
     like), it being understood that all calculations pursuant to this and the
     preceding sentence shall be carried out to five decimals. Following the
     cure of all Registration Defaults, Liquidated Damages will cease to accrue
     with respect to such Registration Default. Liquidated Damages shall cease
     to accrue in respect of any Transfer Restricted Security when it shall
     cease to be such. All accrued Liquidated Damages shall be paid by wire
     transfer of immediately available funds or by federal funds check by the
     Issuers on each Damages Payment Date and Liquidated Damages will be
     calculated on the basis of a 360-day year consisting of twelve 30-day
     months and the actual number of days elapsed in any partial month. In the
     event that any Liquidated Damages are not paid when due, then to the extent
     permitted by law, such overdue Liquidated Damages, if any, shall bear
     interest until paid at the Default Rate, compounded semi-annually. The
     parties hereto agree that the Liquidated Damages provided for in this
     Section 2(e) constitute a reasonable estimate of the damages that may be
     incurred by Holders by reason of a Registration Default.

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

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

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

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<PAGE>

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

          (a) The Issuers shall:

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

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

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

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

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

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

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<PAGE>

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

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

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

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

               (vii) of the happening of (but not the nature of or details
          concerning) any event that requires the making of any changes in the
          Shelf Registration Statement or the Prospectus so that, as of such
          date, the statements therein are not misleading and the Shelf
          Registration Statement or the Prospectus, as the case may be, does not
          include an untrue statement of a material fact or omit to state a
          material fact required to be stated therein or necessary to make the
          statements therein (in the case of the Prospectus, in light of the
          circumstances under which they were made) not misleading; and

               (viii) of the Issuers' suspension of the use of the Prospectus as
          a result of any of the events or circumstances described in paragraphs
          (ii) through (vii) above, and of the termination of any such
          suspension.

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

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

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

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<PAGE>

     of the Transfer Restricted Securities covered by the Prospectus or any
     amendment or supplement thereto.

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

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

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

          (j) Upon the occurrence of any event described in Section 3(c)(vii)
     hereof, the Issuers shall as soon as reasonably practicable prepare and
     file with the SEC a post-effective amendment to any Shelf Registration
     Statement or an amendment or supplement to the related Prospectus or any
     document incorporated therein by reference or file a document which is
     incorporated or deemed to be incorporated by reference in such Shelf
     Registration Statement or Prospectus, as the case may be, so that, as
     thereafter delivered to purchasers of the Transfer Restricted Securities
     included therein, the Shelf Registration Statement and the Prospectus, in
     each case as then amended or supplemented, will not include an untrue
     statement of a material fact or omit to state any

                                      -11-

<PAGE>

     material fact required to be stated therein or necessary in order to make
     the statements therein (in the case of the Prospectus in light of the
     circumstances under which they were made) not misleading and, in the case
     of a post-effective amendment, use its reasonable best efforts to cause it
     to become effective as promptly as practicable; provided that the Issuers'
     obligations under this paragraph (j) shall be suspended if the Issuers have
     suspended the use of the Prospectus in accordance with Section 2(d) hereof
     and given notice of such suspension to Notice Holders, it being understood
     that the Issuers' obligations under this Section 3(j) shall be
     automatically reinstated at the end of such Suspension Period.

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

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

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

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

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

          (p)The Issuers shall, if reasonably requested, use their reasonable
     best efforts to promptly incorporate in a Prospectus supplement or
     post-effective amendment to a

                                      -12-

<PAGE>

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

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

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

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

               (ii) cause the Issuers' officers, directors, employees,
          accountants and auditors to supply all relevant information reasonably
          requested by any such Underwriter, attorney, accountant or agent in
          connection with any such Shelf Registration Statement as is customary
          for similar due diligence examinations; provided, however, that any
          information that is designated in writing by the Issuers, in good
          faith, as confidential at the time of delivery of such information
          shall be kept confidential by the Holders or any such Underwriter,
          attorney, accountant or agent, unless disclosure thereof is made in
          connection with a court, administrative or regulatory proceeding or
          required by law, or such information

                                      -13-

<PAGE>

     has become available to the public generally through the Issuers or through
     a third party without an accompanying obligation of confidentiality;

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

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

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

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

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

     (s) Each Notice Holder agrees that, upon receipt of notice of the happening
of an event described in Sections 3(c)(ii) through and including 3(c)(vii), each
Holder shall forthwith discontinue (and shall cause its agents and
representatives to discontinue) disposition of Transfer Restricted Securities
and will not resume disposition of Transfer Restricted Securities until such
Holder has received copies of an amended or supplemented Prospectus contemplated
by Section 3(j) hereof, or until such Holder is advised in writing by the
Company or the Guarantor that the use of the Prospectus may be resumed or that
the relevant Suspension Period has been terminated, as the case may

                                      -14-

<PAGE>

be, provided that, the foregoing shall not prevent the sale, transfer or other
disposition of Transfer Restricted Securities by a Notice Holder in a
transaction which is exempt from, or not subject to, the registration
requirements of the Act, so long as such Notice Holder does not and is not
required to deliver the applicable Prospectus or Shelf Registration Statement in
connection with such sale, transfer or other disposition, as the case may be;
and provided, further, that the provisions of this Section 3(s) shall not
prevent the occurrence of a Registration Default or otherwise limit the
obligation of the Issuers to pay Liquidated Damages.

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

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

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

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

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

          (iv) Anything herein to the contrary notwithstanding, the Issuers will
     not be required to pay the costs and expenses of, or to participate in the
     marketing or "road show" presentations of, more than one Underwritten
     Offering initiated at the request of the Holders of Securities or shares of
     Common Stock issued or issuable upon conversion of the Notes, or to effect
     more than one Underwritten Offering at the request of such Holders. The
     Issuers will not be required to pay the costs and expenses of, or to
     participate in the marketing or "road show" presentations of, an
     Underwritten Offering unless Holders of at least the

                                      -15-

<PAGE>

     Minimum Amount (as defined below) of Securities and/or Common Stock issued
     or issuable on conversion of the Notes have requested that such Securities
     and/or shares of Common Stock be included in such an Underwritten Offering.
     For purposes of this Agreement, the "Minimum Amount" means 50% of the
     aggregate principal amount of Notes originally issued under the Indenture;
     provided that, for purposes of computing the Minimum Amount, Holders of
     Common Stock issued upon conversion of Notes shall be deemed to be holders
     of the aggregate principal amount of Notes which were converted into those
     shares of Common Stock. Only Holders of Securities or shares of Common
     Stock issued or issuable upon conversion of the Notes which are Transfer
     Restricted Securities shall be entitled to include such Securities or
     shares of Common Stock in an Underwritten Offering and only Transfer
     Restricted Securities shall be included in the computation of the Minimum
     Amount. The Underwritten Offering initiated by Holders as aforesaid shall
     include both Securities and Common Stock if so requested by the Holders.
     Upon receipt by the Company and/or the Guarantor, from Holders of at least
     the Minimum Amount of Securities and/or Common Stock issued or issuable
     upon conversion of the Notes, of a request for an Underwritten Offering,
     the Issuers will, within 10 days thereafter, cause the Company to mail
     notice to all Holders of Securities and shares of Common Stock issued upon
     conversion of the Notes stating that: (1) the Company has received a
     request from the Holders of the requisite amount of Securities and/or
     Common Stock issued or issuable on conversion of the Notes to effect an
     Underwritten Offering on behalf of such Holders; (2) under the terms of
     this Agreement, all Holders of Securities and shares of Common Stock issued
     or issuable upon conversion of the Notes which are Transfer Restricted
     Securities may include their Securities and shares of Common Stock in such
     Underwritten Offering, subject to the terms and conditions set forth in
     this Agreement and subject to the right of the Managing Underwriters to
     reduce, in light of market conditions and other similar factors, the
     aggregate principal amount of Securities and number of shares of Common
     Stock included in such Underwritten Offering; (iii) all Holders electing to
     include Securities or shares of Common Stock in such Underwritten Offering
     must notify the Issuers in writing of such election (the "Election"), and
     setting forth an address and facsimile number to which such written
     elections may be sent and the deadline (which shall be 12:00 midnight on
     the 10th calendar day after such notice is mailed to Holders or, if not a
     Business Day, the next succeeding Business Day (the "Deadline")) by which
     such elections must be received by the Issuers; and (iv) setting forth such
     other instructions as shall be necessary to enable Holders to include their
     securities and shares of Common Stock in such Underwritten Offering. No
     Holder shall be entitled to participate in an Underwritten Offering unless
     such Holder notifies the Issuers of such Election by the Deadline.
     Notwithstanding anything to the contrary contained herein, if the Managing
     Underwriters for an Underwritten Offering to be effected pursuant to this
     Section 3(u) advise the Holders of the Securities and shares of the Common
     Stock to be included in such Underwritten Offering that, because of
     aggregate principal amount of Securities and/or number of shares of Common
     Stock that such Holders have requested be included in the Underwritten
     Offering, the

                                      -16-

<PAGE>

          success of the offering would likely be materially adversely affected
          by the inclusion of all of the Securities and shares of Common Stock
          requested to be included, then the principal amount of Securities and
          the number of shares of Common Stock to be offered for the accounts of
          Holders shall be reduced pro rata, according to the aggregate
          principal amount of Securities and number of shares of Common Stock,
          respectively, requested for inclusion by each such Holder, to the
          extent necessary to reduce the size of the offering to the size
          recommended by the Managing Underwriter. Notwithstanding anything to
          the contrary contained herein, neither the Issuers nor any Person,
          other than a Holder of Securities or shares of Common Stock issued or
          issuable upon conversion of the Notes and only with respect to its
          Transfer Restricted Securities, shall be entitled to include any
          securities in the Underwritten Offering.

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

          5. Indemnification and Contribution.

          (a) Each of the Company and the Guarantor, jointly and severally,
     agrees to indemnify and hold harmless each Holder of Transfer Restricted
     Securities covered by any Shelf Registration Statement (including each of
     the Initial Purchasers), the directors, officers, employees and agents of
     each such Holder and each person who controls any such Holder within the
     meaning of either the Act or the Exchange Act against any and all losses,
     claims, damages or liabilities, joint or several, to which they or any of
     them may become subject under the Act, the Exchange Act or other Federal or
     state law or regulation, at common law or otherwise, insofar as such
     losses, claims, damages or liabilities (or actions in respect thereof)
     arise out of or are based upon any untrue statement or alleged untrue
     statement of a material fact contained in the Shelf Registration Statement
     as originally filed or in any amendment thereof, or in any preliminary
     Prospectus or Prospectus, or in any amendment thereof or supplement
     thereto, or arise out of or are based upon the omission or alleged omission
     to state therein a material fact required to be stated therein or necessary
     to make the statements therein, in the light of the circumstances under
     which they were made, not misleading, and agrees to reimburse each such
     indemnified party, as incurred, for any legal or other expenses reasonably
     incurred by any of them in connection with defending any such loss, claim,
     damage, liability or action; provided, however, that neither the Company
     nor the Guarantor will be liable in any such case to the extent that any
     such loss, claim, damage or liability arises out of or is based upon (A)
     any such untrue statement or alleged untrue statement or omission or
     alleged omission made therein in reliance upon and in conformity with
     written information furnished to the Company or the Guarantor by or on
     behalf of any such Holder or any Initial Purchaser specifically for
     inclusion therein, (B) use of a Shelf Registration Statement or the related
     Prospectus during a period when use of such Prospectus has been suspended
     pursuant to Section 2(d) or Section 3(s) hereof;

                                      -17-

<PAGE>

     provided, further, in each case, that Holders received prior notice of such
     suspension, or (C) if the Holder fails to deliver a Prospectus, as then
     amended or supplemented, provided that the Issuers shall have delivered to
     such Holder such Prospectus, as then amended or supplemented. This
     indemnity agreement will be in addition to any liability which the Company
     or the Guarantor may otherwise have.

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

               (i) the Company and the Guarantor,

               (ii) each of their directors,

               (iii) each of their officers, and

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

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

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

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

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

                                      -18-

<PAGE>

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

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

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

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

          (d) In the event that the indemnity provided in paragraph (a) or (b)
     of this Section 5 is unavailable to or insufficient to hold harmless an
     indemnified party for any reason, then each applicable indemnifying party
     shall have an obligation to contribute to the aggregate losses, claims,
     damages and liabilities (including legal or other expenses reasonably
     incurred in connection with investigating or defending same) (collectively
     "Losses"), as incurred, to which such indemnified party may be subject in
     such proportion as is appropriate to reflect the relative benefits received
     by such indemnifying party, on the one hand, and such indemnified party, on
     the other hand, from the Initial Placement and any sales of Transfer
     Restricted Securities under the Shelf Registration Statement; provided,
     however, that in no case shall the Initial Purchasers be responsible, in
     the aggregate, for any amount in excess of the purchase discount or
     commission applicable to the Securities, as set forth in the Purchase
     Agreement. If the allocation provided by the immediately preceding sentence
     is unavailable for any reason, the indemnifying party and the indemnified
     party shall contribute in such proportion as is appropriate to reflect not
     only such relative benefits but also the relative fault of such
     indemnifying party, on the one hand, and such indemnified party, on the
     other hand, in connection with the statements or omissions which resulted
     in such Losses as well as any other relevant equitable considerations.
     Benefits received by the Issuers shall be deemed to be equal to the sum of
     (x) the total net proceeds from the Initial Placement (before deducting
     expenses) and (y) the total amount of Liquidated Damages which the Issuers

                                      -19-

<PAGE>

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

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

          6. Miscellaneous.

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

          (b) Amendments and Waivers. The provisions of this Agreement,
     including the provisions of this sentence, may not be amended, qualified,
     modified or supplemented, and waivers or consents to departures from the
     provisions hereof may not

                                      -20-

<PAGE>

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

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

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

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

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

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

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

          (d) Successors and Assigns. This Agreement shall inure to the benefit
     of and be binding upon the successors and assigns of each of the parties,
     including, without the need for an express assignment or any consent by the
     Company or the Guarantor thereto, subsequent Holders. The Issuers hereby
     agree to extend the benefits of this Agreement to any Holder and
     Underwriter and any such Holder and Underwriter may specifically enforce
     the provisions of this Agreement as if an original party hereto. In the
     event that any other person shall succeed to the Company or the Guarantor
     under the Indenture, then such successor shall enter into an agreement, in
     form and substance reasonably satisfactory to the Representative, whereby
     such successor shall assume all of the Company's or Guarantor's
     obligations, as the case may be, under this Agreement.

          (c) Counterparts. This Agreement may be executed in any number of
     counterparts and by the parties hereto in separate counterparts, each of
     which when so

                                      -21-

<PAGE>

     executed shall be deemed to be an original and all of which taken together
     shall constitute one and the same agreement.

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

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

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

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

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

                            [signature page follows]

                                      -22-

<PAGE>

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

                                       Very truly yours,

                                       GATX CORPORATION


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

                                       GATX FINANCIAL CORPORATION



                                       By:  /s/ Brian A. Kenney
                                            ----------------------------------
                                            Name:  Brian A. Kenney
                                            Title: Vice President and
                                                   Chief Financial Officer

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

SALOMON SMITH BARNEY INC.
J.P. MORGAN SECURITIES INC.

By:  Salomon Smith Barney Inc.


By: /s/ Michael S. Canmann
    ------------------------------
    Name:  Michael S. Canmann
    Title: Director



                                      -23-

<PAGE>

            FORM OF SELLING SECURITY HOLDER NOTICE AND QUESTIONNAIRE

     The undersigned beneficial holder of 7.5% Convertible Senior Notes due 2007
(the "Notes") of GATX Corporation ("GATX" or the "Company") or shares of common
stock of the Company issuable upon conversion of the Notes (together with the
Notes, the "Registrable Securities") of the Company understands that the Company
has filed or intends to file with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Registrable Securities in
accordance with the terms of the Registration Rights Agreement (the
"Registration Rights Agreement") dated as of February 1, 2002 among the Company,
GATX Financial Corporation and the initial purchasers named therein. The
Registration Rights Agreement is available from the Company upon request at the
address set forth below. All capitalized terms not otherwise defined herein
shall have the meaning ascribed thereto in the Registration Rights Agreement.

     Each beneficial owner of Registrable Securities is entitled to the benefits
of the Registration Rights Agreement. In order to sell or otherwise dispose of
any Registrable Securities pursuant to the Shelf Registration Statement, a
beneficial owner of Registrable Securities generally will be required to be
named as a selling securityholder in the related prospectus, deliver a
prospectus to purchasers of Registrable Securities and be bound by those
provisions of the Registration Rights Agreement applicable to such beneficial
owner (including certain indemnification provisions as described below).
Beneficial owners that do not complete this Notice and Questionnaire and deliver
it to the Company as provided below will not be named as selling securityholders
in the prospectus and therefore will not be permitted to sell any Registrable
Securities pursuant to the Shelf Registration Statement. Beneficial owners are
encouraged to complete and deliver this Notice and Questionnaire prior to the
effectiveness of the Shelf Registration Statement so that such beneficial owners
may be named as selling securityholders in the related prospectus at the time of
effectiveness. Upon receipt of a completed Notice and Questionnaire from a
beneficial owner following the effectiveness of the Shelf Registration
Statement, the Company will, as promptly as practicable but in any event within
five business days of such receipt, file such amendments to the Shelf
Registration Statement or supplements to the related prospectus as are necessary
to permit such holder to deliver such prospectus to purchasers of Registrable
Securities.

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

Notice

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

                                      A-1

<PAGE>

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

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

Questionnaire

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

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


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

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


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

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


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

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


2.   Address for Notices to Selling Securityholder:


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

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

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

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

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


3.   Beneficial Ownership of Registrable Securities:


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

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

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


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

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

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

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

                                      A-2

<PAGE>

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

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

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


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

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

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

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

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


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

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

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


5.   Relationship with the Company:

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

     State any exceptions here:

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

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

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


6.   Plan of Distribution:

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

                                      A-3

<PAGE>

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

     State any exceptions here:

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

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

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


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

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

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

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

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

                                      A-4

<PAGE>

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

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

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

                                Beneficial Owner


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

Dated:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:

                                GATX Corporation
                             500 West Madison Street
                             Chicago, Illinois 60661
                              Attention: Treasurer



                                      A-5