TRUST INDENTURE AND SECURITY AGREEMENT

Exhibit 4.2

*

TRUST INDENTURE AND
SECURITY AGREEMENT
(GATX TRUST NO. 2008-2)

Dated as of November 6, 2008

between

GATX CORPORATION ,
as Owner

and

U.S. BANK NATIONAL ASSOCIATION ,
as Indenture Trustee

Assorted Railroad Tank
Cars, Gondola Cars and Freight Cars

TABLE OF CONTENTS

TABLE OF CONTENTS
(continued)

TABLE OF CONTENTS
(continued)

EXHIBIT A -     Form of Trust Indenture Supplement

APPENDIX A - Definitions

ANNEX A -       Amortization Schedules

TRUST INDENTURE AND SECURITY AGREEMENT
(GATX TRUST NO. 2008-2)

      THIS TRUST INDENTURE AND SECURITY AGREEMENT (GATX Trust No. 2008-2)  dated as of November 6, 2008 (this “ Indenture ”), between GATX CORPORATION (the “ Owner ”), and U.S. BANK NATIONAL ASSOCIATION , a national banking association, as Indenture Trustee hereunder and any successor appointed in accordance with the terms hereof (herein called the “ Indenture Trustee ”);

W I T N E S S E T H:

      WHEREAS , the Owner and the Indenture Trustee desire by this Indenture, among other things, (i) to provide for the issuance by the Owner of the Equipment Notes, and (ii) to provide for the assignment, mortgage and pledge by the Owner to the Indenture Trustee, as part of the Indenture Estate hereunder, among other things, of, and the grant of a security interest in, all of the Owner’s right, title and interest in and to the Equipment and, except as hereinafter expressly provided, all payments and other amounts received hereunder in accordance with the terms hereof, in trust, as security for, among other things, the Owner’s obligations for the equal and ratable benefit of the holders of the Equipment Notes; and

      WHEREAS , all things necessary to make this Indenture the legal, valid and binding obligation of the Owner and the Indenture Trustee, for the uses and purposes herein set forth, in accordance with its terms, have been done and performed and have happened.

GRANTING CLAUSE

      NOW, THEREFORE, THIS TRUST INDENTURE AND SECURITY AGREEMENT WITNESSETH , that, to secure the prompt payment of the principal of and interest and Make-Whole Amount, if any, on and all other amounts due with respect to, the Equipment Notes from time to time outstanding hereunder and the performance and observance by the Owner of all the agreements, covenants and provisions herein, in the Participation Agreement and in the Equipment Notes all for the benefit of the holders of the Equipment Notes, and for the uses and purposes and subject to the terms and provisions hereof, and in consideration of the premises and of the covenants herein contained, and of the acceptance of the Equipment Notes by the Loan Participant, the Owner does hereby sell, assign, transfer, convey, mortgage, pledge, and confirm unto the Indenture Trustee, its successors and assigns, for the security and benefit of the holders of the Equipment Notes from time to time, a first priority security interest in and mortgage lien on all right, title and interest of the Owner in and to the following described property, rights, interests and privileges (which collectively, including all property hereafter required to be subjected to the Lien of this Indenture by any instrument supplemental hereto being herein called the “ Indenture Estate ”), to wit:

     (1) the Equipment, the Replacement Units and all substitutions therefor, all as more particularly described in the Indenture Supplements executed and delivered with respect to the Equipment or any such Replacement Units or any substitutions therefor, as provided in this Indenture;

     (2) all requisition proceeds with respect to the Equipment or any Unit thereof;

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

     (3) all monies and securities now or hereafter paid or deposited or required to be paid or deposited with the Indenture Trustee pursuant to any term of this Indenture or the Participation Agreement or required to be held by the Indenture Trustee hereunder or thereunder;

     (4) any Permitted Lease assigned to the Indenture Trustee pursuant to Section 4.04(c); and

     (5) all proceeds of the foregoing.

      PROVIDED, HOWEVER , that notwithstanding any of the foregoing provisions, so long as no Event of Default shall have occurred and be continuing, the Indenture Trustee shall not take or cause to be taken any action contrary to the Owner’s or any Permitted Lessee’s right hereunder to quiet enjoyment of the Equipment, and to possess, use, retain and control the Equipment and all revenues, income and profits derived therefrom.

      TO HAVE AND TO HOLD all and singular the aforesaid property unto the Indenture Trustee, its successors and assigns, in trust for the benefit and security of the holders of the Equipment Notes from time to time, without any priority of any one Equipment Note over any other, and for the uses and purposes, and subject to the terms and provisions, set forth in this Indenture.

     It is expressly agreed that anything herein contained to the contrary notwithstanding, the Owner shall remain liable under each of the Indenture Agreements to perform all of the obligations, if any, assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Trustee and the holders of the Equipment Notes shall have no obligation or liability under any of the Indenture Agreements by reason of or arising out of this assignment, nor shall the Indenture Trustee or the holders of the Equipment Notes be required or obligated in any manner to perform or fulfill any obligations of the Owner under or pursuant to any of the Indenture Agreements or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or present or file any claim, or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

     The Owner does hereby constitute the Indenture Trustee the true and lawful attorney of the Owner, irrevocably, granted for good and valuable consideration and coupled with an interest and with full power of substitution, and with full power (in the name of the Owner or otherwise) to ask for, require, demand, receive, compound and give acquittance for any and all monies and claims for monies (in each case including insurance and requisition proceeds) due and to become due to the Owner under or arising out of the Indenture Agreements, and all other property which now or hereafter constitutes part of the Indenture Estate, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings which the Indenture Trustee may deem to be necessary or advisable in the premises; provided that the Indenture Trustee shall not exercise any such rights except upon the occurrence and during the continuance of an Event of Default hereunder.

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

     The Owner agrees that at any time and from time to time, upon the written request of the Indenture Trustee, the Owner will promptly and duly execute and deliver or cause to be executed and delivered any and all such further instruments and documents as the Indenture Trustee may reasonably deem to be necessary in order to obtain the full benefits of this assignment and of the rights and powers herein granted.

     The Owner does hereby warrant and represent that, except as permitted in the Operative Agreements, it has not assigned or pledged, and hereby covenants that it will not assign or pledge, so long as the assignment hereunder shall remain in effect, any of its right, title or interest hereby assigned, to anyone other than the Indenture Trustee.

      IT IS HEREBY COVENANTED AND AGREED by and between the parties hereto as follows:

ARTICLE I

DEFINITIONS

     1.01. Certain Definitions . Unless the context otherwise requires, all capitalized terms used herein and not otherwise defined shall have the meanings set forth in Appendix A hereto for all purposes of this Indenture. All references to articles, sections, clauses, schedules and appendices in this Indenture are to articles, sections, clauses, schedules and appendices in and to this Indenture unless otherwise indicated.

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

ARTICLE II

THE EQUIPMENT NOTES

     2.01. Form of Equipment Notes . The Equipment Notes shall be substantially in the form set forth below:

___% EQUIPMENT NOTE

(Secured by Equipment owned by
GATX Corporation)

GATX Trust No. 2008-2 Series ___

Issued in Connection with certain Railroad Rolling Stock

$                     

      GATX CORPORATION (herein called the “ Owner ”) hereby promises to pay to U.S. BANK TRUST NATIONAL ASSOCIATION , as Pass Through Trustee, or its registered assigns, the principal sum of $                      (or such lesser amount as shall equal the unpaid principal amount of this Equipment Note), in lawful currency of the United States of America, in installments payable on the dates set forth in Exhibit A hereto, commencing                      and thereafter to and including                      ,___, each such installment to be in an amount equal to the corresponding percentage (if any) of the remaining principal amount hereof set forth in Exhibit A hereto, together with interest thereon on the amount of such principal amount remaining unpaid from time to time from and including the date hereof until such principal amount shall be due and payable, payable on each May 15 and November 15, commencing ___, 2009, to the maturity date hereof at ___% per annum (the “ Debt Rate ”) (computed on the basis of a 360-day year of twelve 30-day months). Interest on any overdue principal and (to the extent legally enforceable) on overdue interest shall be paid from the due date thereof at the Late Rate (computed on the basis of a 360-day year of twelve 30-day months), payable on demand.

     For purposes hereof, the term “ Indenture ” means the Trust Indenture and Security Agreement (GATX Trust No. 2008-2) dated as of November 6, 2008, between the Owner and U.S. Bank National Association (the “ Indenture Trustee ”), as the same may be amended or supplemented from time to time. All other capitalized terms used in this Equipment Note and not defined herein shall have the respective meanings assigned in the Indenture.

     Payments with respect to the principal amount hereof, Make-Whole Amount, if any, and interest thereon shall be payable in U.S. dollars in immediately available funds at the principal corporate trust services office of the Indenture Trustee, or as otherwise provided in the Indenture. Each such payment shall be made on the date such payment is due and without any presentment or surrender of this Equipment Note, except that in the case of the final payment, this Equipment

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

Note shall be surrendered to the Indenture Trustee for cancellation promptly after such payment. Whenever the date scheduled for any payment to be made hereunder or under the Indenture shall not be a Business Day, then such payment need not be made on such scheduled date but may be made on the next succeeding Business Day with the same force and effect as if made on such scheduled date and (provided such payment is made on such next succeeding Business Day) no interest shall accrue on the amount of such payment from and after such scheduled date to the time of such payment on such next succeeding Business Day.

     Each holder hereof, by its acceptance of this Equipment Note, agrees that each payment received by it hereunder shall be applied, first , to the payment of accrued but unpaid interest on this Equipment Note then due, second , to the payment of the unpaid principal amount of this Equipment Note then due, third , to the payment of any Make-Whole Amount then due, and fourth , to the payment of the remaining outstanding principal amount of this Equipment Note; provided , that the Owner may only prepay this Equipment Note as provided in Sections 2.09, 3.02 and 3.03 of the Indenture.

     This Equipment Note is one of the Equipment Notes referred to in the Indenture which have been or are to be issued by the Owner pursuant to the terms of the Indenture and relates to the Units described in Indenture Supplement No. ___as Basic Group ___. The Indenture Estate is held by the Indenture Trustee as security for, among other things, the Equipment Notes. Reference is hereby made to the Indenture for a statement of the rights of the holder of, and the nature and extent of the security for, this Equipment Note, as well as for a statement of the terms and conditions of the trusts created by the Indenture, to all of which terms and conditions in the Indenture each holder hereof agrees by its acceptance of this Equipment Note.

     This Equipment Note is not subject to redemption or prepayment except as provided in Sections 2.09, 3.02 and 3.03 of the Indenture. The holder hereof, by its acceptance of this Equipment Note, agrees to be bound by said provisions. This Equipment Note may be accelerated as provided in Section 5.02 of the Indenture.

     This Equipment Note is a registered Equipment Note and is transferable, as provided in the Indenture, only upon surrender of this Equipment Note for registration of transfer duly endorsed by, or accompanied by a written statement of transfer duly executed by, the registered holder hereof or his attorney duly authorized in writing. Prior to the due presentation for registration of transfer of this Equipment Note, the Owner and the Indenture Trustee may deem and treat the registered holder of this Equipment Note as the absolute owner and holder hereof for the purpose of receiving payment of all amounts payable with respect hereto and for all other purposes and shall not be affected by any notice to the contrary.

     THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT OR ANY SUCH APPLICABLE LAWS. THIS EQUIPMENT NOTE SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

     Each holder hereof by its acceptance of this Equipment Note agrees that the Indenture Trustee and its permitted successors and assigns shall under no circumstances be personally liable for any amount payable under this Equipment Note or under the Indenture or for any liability under the Indenture or the Participation Agreement except as provided in any Operative Agreement.

     Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee by manual signature, this Equipment Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

[Trust Indenture and Security Agreement (GATX Trust No. 2008-2)]

      IN WITNESS WHEREOF , the Owner has caused this Equipment Note to be executed by one of its authorized officers as of the date hereof.