Exhibit 4.5
-----------
TRUST SUPPLEMENT NO. 8
DATED AS OF APRIL 13, 2000
TO
PASS THROUGH TRUST
AGREEMENT
DATED AS OF AUGUST 1, 1992
----------------
GATX RAIL CORPORATION
AND
BANK ONE, NA, as Trustee
----------------
GATX RAIL CORPORATION
2000-1 PASS THROUGH TRUST
SERIES 2000-1 PASS THROUGH CERTIFICATES
TRUST SUPPLEMENT
DATED AS OF APRIL 13, 2000
SERIES 2000-1 PASS THROUGH CERTIFICATES
Table of Contents
SECTION HEADING PAGE
ARTICLE I THE CERTIFICATES.....................................................2
Section 1.01. The Certificates
ARTICLE II DEFINITIONS.........................................................4
Section 2.01. Definitions
ARTICLE III THE TRUSTEE........................................................4
Section 3.01. The Trustee
Section 3.02. Acceptance by Trustee
ARTICLE IV MISCELLANEOUS PROVISIONS............................................5
Section 4.01. Basic Agreement Ratified
Section 4.02. Termination of Trust
Section 4.03. Governing Law
Section 4.04. Execution in Counterparts
SIGNATURE......................................................................6
EXHIBIT A
EXHIBIT B
EXHIBIT C
TRUST SUPPLEMENT
SERIES 2000-1 PASS THROUGH CERTIFICATES
This Trust Supplement No. 8, dated as of April 13, 2000 (herein called
the "Trust Supplement") between GATX Rail Corporation, a New York corporation,
formerly known as the General American Transportation Corporation, (the
"Company"), and Bank One, NA, a national banking association, as successor to
The First National Bank of Chicago, as trustee (the "Trustee"), to the Pass
Through Trust Agreement dated as of August 1, 1992, as supplemented, between the
Company and The First National Bank of Chicago (predecessor to the Trustee) (the
"Basic Agreement").
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have heretofore executed and
delivered the Basic Agreement, unlimited as to the aggregate principal amount of
Certificates (unless specified herein capitalized terms used herein without
definition have the respective meanings specified heretofore in the Basic
Agreement) which may be issued thereunder;
WHEREAS, each of the two Owner Trustees, acting on behalf of an Owner
Participant, will issue, on a non-recourse basis, Equipment Notes, among other
things, to finance a portion of the purchase price of Equipment purchased by
such Owner Trustee and leased to the Company pursuant to the related Lease;
WHEREAS, pursuant to the terms and conditions of the Basic Agreement
as supplemented by this Trust Supplement (the "Agreement"), the Trustee shall
purchase such Equipment Notes issued by the Owner Trustees of the same tenor as
the Certificates issued thereunder and shall hold such Equipment Notes in trust
for the benefit of the Certificateholders;
WHEREAS, the Trustee hereby declares the creation of this Trust for
the benefit of the Certificateholders, and the initial Certificateholders as the
grantors of the Trust, by their respective acceptances of the Certificates, join
in the creation of this Trust with the Trustee;
WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed,
have been done, performed and fulfilled, and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all respects
duly authorized;
WHEREAS, this Trust Supplement is subject to the provisions of the
Trust Indenture Act of 1939, as amended, and shall, to the extent applicable, be
governed by such provisions;
NOW THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:
ARTICLE I
THE CERTIFICATES
Section 1.01. The Certificates. There is hereby created a series of
Certificates to be issued under the Agreement to be distinguished and known as
"GATX Rail Corporation 2000-1 Pass Through Certificates," (hereinafter defined
as the "Series 2000-1 Certificates"). Each Certificate represents a Fractional
Undivided Interest in the Trust created hereby. The terms and conditions
applicable to the Series 2000-1 Certificates are as follows:
1. The aggregate principal amount of the Series 2000-1 Certificates that
shall be authenticated under the Agreement (except for Series 2000-1
Certificates authenticated and delivered pursuant to Sections 3.03, 3.04 and
3.05 of the Basic Agreement) upon their initial issuance is $119,869,000.
2. The Cut-Off Date shall be April 28, 2000.
3. The Regular Distribution Dates with respect to any payment of Scheduled
Payments means each January 13 and July 13 commencing July 13, 2000 until
payment of all of the Scheduled Payments to be made under the Equipment Notes
has been made.
4. The Scheduled Payments shall be as set forth in Exhibit C hereto.
5. The Special Distribution Dates are as follows: with respect to the
prepayment of any Equipment Note, other than pursuant to a refinancing in
accordance with Section 10.2 of the related Participation Agreement, the 13th
day of the month on which such prepayment is scheduled to occur pursuant to the
terms of the related Indenture; with respect to the prepayment of any Equipment
Note pursuant to a refinancing in accordance with Section 10.2 of the related
Participation Agreement, the Refunding Date (as defined in such related
Participation Agreement); and with respect to any other Special Payment relating
to an Equipment Note, the earliest 13th day of a month for which it is
practicable for the Trustee to give the applicable notice pursuant to Section
4.02(c) of the Basic Agreement.
6. The Series 2000-1 Certificates shall be in the form attached hereto as
Exhibit A. The Series 2000-1 Certificates shall be Book-Entry Certificates and
shall be subject to the conditions set forth in the Letter of Representations
between the Company and the Clearing Agency attached hereto as Exhibit B.
7. The proceeds of the Series 2000-1 Certificates shall be used to purchase
the Equipment Notes at the Original Issue Prices specified below:
2
ORIGINAL
ISSUE PRINCIPAL
EQUIPMENT NOTE PRICE AMOUNT MATURITY
2000-1 I 100% $ 9,884,000 January 13, 2020
2000-1 II 100% $22,707,000 January 13, 2020
2000-1 III 100% $10,786,000 January 13, 2020
2000-1 IV 100% $18,382,000 January 13, 2020
2000-2 I 100% $ 9,222,000 January 13, 2020
2000-2 II 100% $21,460,000 January 13, 2020
2000-2 III 100% $10,144,000 January 13, 2020
2000-2 IV 100% $17,284,000 January 13, 2020
8. Each of the two Owner Trustees, acting on behalf of an Owner Participant,
will issue on a non-recourse basis, the Equipment Notes, the proceeds of which
shall be used, among other things, to finance a portion of the purchase price of
the Equipment as set forth on Schedule 1 to the related Participation Agreement.
9. The related Note Documents are as follows:
(a) With respect to GATX Rail Trust No. 2000-1:
(i) Trust Indenture and Security Agreement (GATX Rail Trust No.
2000-1), dated as of April 3, 2000;
(ii) Equipment Lease Agreement (GATX Rail Trust No. 2000-1), dated as
of April 3, 2000;
(iii) Participation Agreement (GATX Rail Trust No. 2000-1), dated as
of April 3, 2000;
(iv) Indenture Supplement No. I (GATX Rail Trust No. 2000-1), dated
as of April 13, 2000; and
(v) Lease Supplement No. I (GATX Rail Trust No. 2000-1), dated as of
April 13, 2000.
(b) With respect to GATX Rail Trust No. 2000-2:
(i) Trust Indenture and Security Agreement (GATX Rail Trust No.
2000-2), dated as of April 3, 2000;
(ii) Equipment Lease Agreement (GATX Rail Trust No. 2000-2), dated as
of April 3, 2000;
3
(iii) Participation Agreement (GATX Rail Trust No. 2000-2), dated as
of April 3, 2000;
(iv) Indenture Supplement No. I (GATX Rail Trust No. 2000-2), dated
as of April 13, 2000; and
(v) Lease Supplement No. I (GATX Rail Trust No. 2000-2), dated as of
April 13, 2000.
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. The following terms, notwithstanding the
definitions therefor in the Basic Agreement, shall have the following meanings
for all purposes relating to the Series 2000-1 Certificates (including hereunder
and under the Basic Agreement):
NONE.
ARTICLE III
THE TRUSTEE
Section 3.01. The Trustee. Subject to Section 7.04 of the Basic Agreement,
the Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Trust Supplement or the due execution
hereof by the Company, or for or in respect of the recitals and statements
contained herein, all of which recitals and statements are made solely by the
Company.
Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed by the Trustee by
reason of this Trust Supplement other than as set forth in the Basic Agreement,
and this Trust Supplement is executed and accepted on behalf of the Trustee,
subject to all the terms and conditions set forth in the Basic Agreement, upon
the effectiveness thereof, as fully to all intents as if the same were herein
set forth at length.
Section 3.02. Acceptance by Trustee. The Trustee, upon execution and delivery
of this Trust Supplement, acknowledges its acceptance of all right, title, and
interest in and to the Equipment Notes described herein and acquired pursuant to
Section 2.02 of the Basic Agreement and the Participation Agreements and
declares that the Trustee holds and will hold such right, title, and interest,
together with all other property constituting the Trust Property of the Trust
created hereby, for the benefit of all present and future holders of the Series
2000-1 Certificates, upon the trusts set forth herein and in the Basic
Agreement. By its payment for and acceptance of each Certificate issued to it
hereunder, each initial holder of the Series 2000-1 Certificates as grantor of
the Trust thereby joins in the creation and declaration of the Trust created
hereby.
4
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01. Basic Agreement Ratified. Except and so far as herein expressly
provided, all of the provisions, terms and conditions of the Basic Agreement are
in all respects ratified and confirmed; and the Basic Agreement and this Trust
Supplement shall be taken, read and construed as one and the same instrument.
Section 4.02. Termination of Trust. The Trust created hereby shall terminate
upon the distribution to all holders of the Series 2000-1 Certificates of all
amounts required to be distributed to them pursuant to the Basic Agreement and
this Trust Supplement and the disposition of all property held as part of the
Trust Property of the Trust created hereby; provided, however, that in no event
shall the Trust created hereby continue beyond the expiration of 21 years from
the death of the last survivor of all of the descendants of Xxxxxx X. Xxxxxxx,
the late ambassador of the United States to Great Britain, living on the date of
this Trust Supplement.
Section 4.03. Governing Law. THIS TRUST SUPPLEMENT AND THE SERIES 2000-1
CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
Section 4.04. Execution in Counterparts. This Trust Supplement may be executed
in any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one instrument.
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IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement to be duly executed by their respective officers thereto duly
authorized, as of the day and year first written above.
GATX RAIL CORPORATION
(f/k/a General American Transportation Corporation)
By: _______________________________
Name:
Title:
BANK ONE, NA,
(successor in interest to the First National Bank of
Chicago), as Trustee
By: _______________________________
Name:
Title:
6
EXHIBIT A
FORM OF CERTIFICATE
Unless this certificate is presented by an authorized representative of DTC, a
New York corporation ("DTC"), to Issuer or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
GATX Rail Corporation
2000-1 PASS THROUGH TRUST
Series 2000-1 Pass Through Certificate
CUSIP 000000XX0
Final Regular Distribution Date: January 13, 2020
evidencing a fractional undivided interest in a trust, the property of which
includes certain Equipment Notes secured by certain railroad rolling stock
leased to GATX Rail Corporation.
Certificate
No. R-1 $119,869,000 Fractional Undivided Interest
representing .00000834 of the Trust per
$1,000 face amount
THIS CERTIFIES THAT CEDE & CO., for value received, is the registered owner of
a $119,869,000 (One Hundred Nineteen Million Eight Hundred and Sixty Nine
Thousand) Fractional Undivided Interest in GATX Rail Corporation 2000-1 Pass
Through Trust (the "Trust") created by Bank One, NA, as trustee (the "Trustee"),
pursuant to a Pass Through Trust Agreement dated as of August 1, 1992 and a
related Trust Supplement dated as of April 13, 2000 (collectively, the
"Agreement") between the Trustee and GATX Rail Corporation, a corporation
incorporated under New York law (the "Company"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates designated as "Series 2000-1 Pass Through Certificates" (herein
called the "Certificates"). This Certificate is issued under and is subject to
the terms, provisions, and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The
property of the Trust includes certain Equipment Notes (the "Trust Property").
The Equipment Notes are secured by a security interest in railroad rolling stock
leased to the Company.
The Certificates represent fractional undivided interests in the Trust and the
Trust Property, and have no rights, benefits or interest in respect of any other
separate trust established pursuant to the terms of the Agreement for any other
series of certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Agreement, from funds then
available to the Trustee, there will be distributed on each January 13 and July
13 (a "Regular Distribution Date"), commencing on July 13, 2000, to the person
in whose name this Certificate is registered at the close of business on the day
of the month which is 15 days preceding the Regular Distribution Date, an amount
in respect of the Scheduled Payments on the Equipment Notes due on such Regular
Distribution Date, the receipt of which has been confirmed by the Trustee, equal
to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Scheduled Payments. Subject
to and in accordance with the terms of the Agreement, in the event that Special
Payments on the Equipment Notes are received by the Trustee, from funds then
available to the Trustee, there shall be distributed on the applicable Special
Distribution Date, to the Person in whose name this Certificate is registered at
the close of business on the day of the month which is 15 days preceding the
Special Distribution Date, an amount in respect of such Special Payments on the
Equipment Notes, the receipt of which has been confirmed by the Trustee, equal
to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Special Payments so received.
If a Regular Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day. The
Special Distribution Date shall be: with respect to the prepayment of any
Equipment Note, other than pursuant to a refinancing in accordance with Section
10.2 of a Participation Agreement, the 13th day of the month on which such
prepayment is scheduled to occur pursuant to the terms of the related Indenture;
with respect to the prepayment of any Equipment Note pursuant to a refinancing
in accordance with Section 10.2 of a Participation Agreement, the Refunding Date
(as defined in such Participation Agreement); and with respect to any other
Special Payment relating to an Equipment Note, the earliest 13th day of a month
for which it is practicable for the Trustee to give the applicable notice
pursuant to Section 4.02(c) of the Basic Agreement. The Trustee shall mail
notice of each Special Payment and the Special Distribution Date therefor to the
Holders of the Certificates.
Distributions on this Certificate will be made by the Trustee (i) by check
mailed to the person entitled thereto or (ii) prior to the time Definitive
Certificates are issued by wire transfer of same-day funds to the account
designated by the Certificateholder to the Trustee on or prior to the applicable
Record Date, without the presentation or surrender of this Certificate or the
making of any notation hereon. Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after notice mailed by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
of the Trustee specified in such notice.
2
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
GATX RAIL CORPORATION 2000-1
PASS THROUGH TRUST
By: BANK ONE, N.A,
as Trustee
By: _______________________________
Name:
Title:
3
[FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
Dated: April 13, 2000
This is one of the Certificates referred to
in the within-mentioned Agreement.
BANK ONE, NA,
as Trustee
By: _______________________________
Authorized Officer
4
[REVERSE OF CERTIFICATE]
The Certificates do not represent a direct obligation of, or an obligation
guaranteed by, or an interest in, the Company or the Trustee or any affiliate
thereof. The Certificates are limited in right of payment, all as more
specifically set forth on the face hereof and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Holder of this Certificate, by
its acceptance hereof, agrees that it will look solely to the income and
proceeds from the Trust Property to the extent available for distribution to
such Holder as provided in the Agreement. This Certificate does not purport to
summarize the Agreement and reference is made to the Agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and
duties evidenced hereby. A copy of the Agreement may be examined during normal
business hours at the principal office of the Trustee, and at such other places,
if any, designated by the Trustee, by any Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Certificateholders under the Agreement at any time by the
Company and the Trustee with the consent of the Holders of Certificates
evidencing Fractional Undivided Interests aggregating not less than a majority
in interest in the Trust. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Register upon
surrender of this Certificate for registration of transfer at the offices or
agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar, in the Borough of Manhattan, the City of New York, duly
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust will be issued to the designated
transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons
in denominations of $1,000 Fractional Undivided Interest and any integral
multiples of $1,000 in excess thereof except that one Certificate may be in a
denomination of less than $1,000. As provided in the Agreement and subject to
certain limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations and like series evidencing the same
aggregate Fractional Undivided Interest in the Trust, as requested by the
5
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.
The Trustee, the Registrar, and any agent of the Trustee or the Registrar may
treat the person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Trustee, the Registrar, nor any such
agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the Trust
created thereby shall terminate upon the distribution to Certificateholders of
all amounts required to be distributed to them pursuant to the Agreement and the
disposition of all property held as part of the Trust Property.
Unless this certificate is presented by an authorized representative of The
Depositary Trust Company, a New York Corporation ("DTC"), to Issuer or its agent
for registration of transfer, exchange, or payment, and any certificate issued
is registered in the name of Cede & Co. or in such other name as is requested by
an authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co. has an interest
herein.
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[FORM OF TRANSFER NOTICE]
FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s)
and transfer(s) unto
Insert Taxpayer Identification No.
-------------------------------------------------
-------------------------------------------------
Please print or typewrite name and address including postal zip code of
assignee
-------------------------------------------------
the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing
-------------------------------------------------
attorney to transfer said Certificate on the books of the Trust with full
power of substitution in the premises.
Date:__________________
_______________________________________
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within-mentioned instrument in every
particular, without alteration or any change whatever.
7
EXHIBIT B
DTC Letter of Representations
EXHIBIT C
SCHEDULED PAYMENTS
Total Series 2000-1
8.10% Equipment Notes
Schedule Payments
Regular Distribution Date of Principal
------------------------- ---------------------
July 13, 2000............................. $ 0.00
January 13, 2001.......................... 0.00
July 13, 2001............................. 0.00
January 13, 2002.......................... 0.00
July 13, 2002............................. 707,666.40
January 13, 2003.......................... 2,607,805.42
July 13, 2003............................. 2,959,301.93
January 13, 2004.......................... 2,965,329.84
July 13, 2004............................. 2,961,997.01
January 13, 2005.......................... 2,973,274.59
July 13, 2005............................. 2,961,997.01
January 13, 2006.......................... 2,965,329.84
July 13, 2006............................. 2,961,997.01
January 13, 2007.......................... 2,970,579.51
July 13, 2007............................. 2,961,997.01
January 13, 2008.......................... 2,965,329.84
July 13, 2008............................. 2,961,997.01
January 13, 2009.......................... 3,456,076.33
July 13, 2009............................. 2,485,465.20
January 13, 2010.......................... 4,789,776.16
July 13, 2010............................. 1,134,855.60
January 13, 2011.......................... 5,054,444.57
July 13, 2011............................. 1,134,855.60
January 13, 2012.......................... 6,565,410.58
July 13, 2012............................. 523,569.48
January 13, 2013.......................... 8,017,954.98
July 13, 2013............................. 0.00
January 13, 2014.......................... 8,537,854.73
July 13, 2014............................. 0.00
January 13, 2015.......................... 9,678,265.36
July 13, 2015............................. 0.00
January 13, 2016.......................... 10,581,373.73
July 13, 2016............................. 0.00
January 13, 2017.......................... 3,255,995.43
July 13, 2017............................. 0.00
January 13, 2018.......................... 491,309.99
July 13, 2018............................. 0.00
January 13, 2019.......................... 10,989,423.27
July 13, 2019............................. 0.00
January 13, 2020.......................... 7,247,766.57
