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Exhibit 4(c)
SECOND SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE is entered into as of
________________ by and between GATX CAPITAL CORPORATION, a Delaware
corporation (formerly GATX Leasing Corporation) (the "Company") having its
principal ▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and THE
CHASE MANHATTAN BANK (NATIONAL ASSOCIATION), a national banking
association (the "Trustee"), amending and supplementing the indenture dated as
of July 31, 1989, as amended and supplemented by that supplemental indenture
dated as of December 18, 1991 (collectively the "Indenture").
RECITALS OF THE COMPANY:
The Company has duly authorized the execution and delivery of this
Supplemental Indenture, and all things necessary to make this Supplemental
Indenture a valid agreement of the Company have been done. This Supplemental
Indenture is entered into pursuant to Section 9.1(d) of the Indenture, to change
or eliminate any provision of the Indenture, provided that such change or
elimination does not apply to any Security Outstanding.
NOW, THEREFORE, this Supplemental Indenture witnesseth that it is
mutually covenanted and agreed that the final sentence of Section 10.6 shall be
amended in its entirety and restated to read as follows:
"For purposes of this Section with respect to Securities of the
series entitled Medium Term Notes -- Series A, Medium Term Notes --
Series B and Medium Term Notes -- Series C, which constitute all
Securities Outstanding as of the date hereof, the term 'Net Tangible
Assets' shall mean the excess of total assets over total liabilities as
shown on the Company's latest consolidated balance sheet prepared in
accordance with generally accepted accounting principles, minus
intangible assets. For purposes of this Section with respect to all
Securities other than such series, the term 'Net Tangible Assets' at
any date shall mean the total assets of the Company as they appear on
the most recently prepared consolidated balance sheet as of the end of
a fiscal quarter, less (i) all liabilities shown on such consolidated
balance sheet that are classified and accounted for as current
liabilities or that otherwise would be considered current liabilities
under generally accepted
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faccounting principles and (ii) all assets shown on such consolidated
balance sheet that are classified and accounted for as intangible
assets of the Company or that otherwise would be considered intangible
assets under generally accepted accounting principles, including,
without limitation, franchises, patents and patent applications,
trademarks, brand names and goodwill."
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective
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corporate seals to be hereunto affixed and attested, all as of the day and year
first above written.
GATX CAPITAL CORPORATION
By
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Vice President and Treasurer
[Seal]
Attest
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Assistant Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as
Trustee
By
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Name
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Title
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[Seal]
Attest
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Name
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Title
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STATE OF CALIFORNIA )
) ss.
County of San Francisco )
On the ____ day of December, 1995, before me personally came ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and say that he is
the Vice President and Treasurer of GATX CAPITAL CORPORATION, a Delaware
corporation, one of the persons described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporation's seal; that it was so affixed by authority
of the Board of Directors of said corporation; and that he signed his name
thereto by like authority.
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Notary Public
[NOTARIAL SEAL]
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STATE OF NEW YORK )
) ss.
County of New York )
On the ____ day of December, 1995, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he is a Vice President of The Chase Manhattan Bank (National
Association), one of the persons described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporation's seal; that it was so affixed by authority
of the Board of Directors of said corporation; and that he signed his name
thereto by like authority.
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Notary Public
[NOTARIAL SEAL]
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