Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE
THIS SUPPLEMENTAL INDENTURE is entered into as of January 2, 1996 by
and between GATX CAPITAL CORPORATION, a Delaware corporation (formerly GATX
Leasing Corporation) (the "Company") having its principal xxxxxx xx Xxxx
Xxxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000 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
2
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 accounting 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.
3
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
GATX CAPITAL CORPORATION
By /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Vice President and Treasurer
[Seal]
Attest /s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
Assistant Secretary
THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION), as Trustee
By /s/ Xxxxxxx Xxxxxx
------------------------------
Xxxxxxx Xxxxxx
Vice President
[Seal]
Attest /s/ Xxxxx Xxxxxxxx
------------------------------
Name Xxxxx Xxxxxxxx
Title Assistant Secretary
