Gatx Financial Corp Sample Contracts

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EXHIBIT 1.1 GATX CAPITAL CORPORATION Medium-Term Notes, Series ____ DISTRIBUTION AGREEMENT
Distribution Agreement • December 29th, 1999 • Gatx Capital Corp • Finance lessors • New York
Exhibit 1.2 UNDERWRITING AGREEMENT
Underwriting Agreement • September 10th, 1999 • Gatx Capital Corp • Finance lessors • New York
EXHIBIT 1.2 UNDERWRITING AGREEMENT
Underwriting Agreement • May 13th, 2003 • Gatx Financial Corp • Finance lessors • New York
AND
Gatx Financial Corp • March 15th, 2004 • Finance lessors • New York
U.S. $120,000,000 THREE YEAR CREDIT AGREEMENT Dated as of June 16, 2003
Credit Agreement • June 18th, 2003 • Gatx Financial Corp • Finance lessors • New York
CONFORMED COPY] CREDIT AGREEMENT [THREE YEAR]
Credit Agreement • December 10th, 2002 • Gatx Financial Corp • Finance lessors • New York
FORM OF
Gatx Capital Corp • September 3rd, 1997 • Finance lessors • New York
SUBORDINATED INDENTURE
Gatx Financial Corp • May 13th, 2003 • Finance lessors • New York
FIFTH SUPPLEMENTAL AGREEMENT
Supplemental Agreement • March 2nd, 2007 • Gatx Financial Corp • Transportation services
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Loan Agreement • March 14th, 2005 • Gatx Financial Corp • Transportation services • New York
BETWEEN GATX FINANCIAL CORPORATION as Seller and MACQUARIE AIRCRAFT LEASING LIMITED as Buyer
Sale and Purchase Agreement • November 2nd, 2006 • Gatx Financial Corp • Transportation services • New York
EXHIBIT 4.3 GATX FINANCIAL CORPORATION Senior Notes Due 2011 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 20th, 2004 • Gatx Financial Corp • Finance lessors • New York
EXECUTION VERSION AMENDMENT NO. 1 TO THE AMENDED AND RESTATED FIVE YEAR CREDIT AGREEMENT
Year Credit Agreement • March 2nd, 2007 • Gatx Financial Corp • Transportation services • New York
BETWEEN GATX FINANCIAL CORPORATION as Seller and MACQUARIE AIRCRAFT LEASING LIMITED as Buyer
Second Supplemental Agreement • March 2nd, 2007 • Gatx Financial Corp • Transportation services
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CREDIT AGREEMENT Dated as of May 18, 2004 Among GATX FINANCIAL CORPORATION as Borrower and THE INITIAL LENDERS NAMED HEREIN as Initial Lenders and CITICORP USA, INC. as Administrative Agent and CITIGROUP GLOBAL MARKETS INC. As Lead Arranger and Book...
Credit Agreement • May 25th, 2004 • Gatx Financial Corp • Finance lessors • New York

GATX FINANCIAL CORPORATION, a Delaware corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC., as lead arranger and book manager, JPMORGAN CHASE BANK and FLEET NATIONAL BANK, as co-syndication agents, CALYON NEW YORK BRANCH and DEUTSCHE BANK AG NEW YORK BRANCH, as co-documentation agents, and CITICORP USA, INC. (“CUSA”), as administrative agent (the “Agent”) for the Lenders (as hereinafter defined), agree as follows:

CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE
Confidential Settlement Agreement and Release • July 30th, 2004 • Gatx Financial Corp • Finance lessors • California

This Confidential Settlement Agreement and Release (hereinafter the “Agreement”) is made this 22nd day of July, 2004, by and between GATX Capital Corporation, a Delaware corporation; GATX Aircraft Corporation, a Delaware corporation; GATX New Aircraft Corporation, a Delaware corporation; GATX/Airlog Company, a California general partnership; GATX Airlog Partners I, a Michigan general partnership; Frederick L. Hatton; Sanford P. Burnstein; Airlog Management Corporation, a Nevada corporation; and DMC Holdings, Ltd., a Michigan corporation and certain Underwriters at Lloyd’s, London, and certain London Market Insurance Companies subscribing to the Subject Insurance Policies as defined below (the aforementioned parties being referred to hereinafter collectively as the “Parties”).

B E T W E E N
Airbus Purchase Agreement • November 15th, 1999 • Gatx Capital Corp • Finance lessors • New York
ASSET PURCHASE AGREEMENT between GATX TECHNOLOGY SERVICES CORPORATION, GATX TECHNOLOGY FINANCE INC., GATX FINANCIAL CORPORATION, CIT TECHNOLOGIES CORPORATION and CIT FINANCIAL LTD. April 14, 2004
Asset Purchase Agreement • August 5th, 2004 • Gatx Financial Corp • Finance lessors • Illinois

This ASSET PURCHASE AGREEMENT is entered into on the 14th day of April, 2004 between GATX TECHNOLOGY SERVICES CORPORATION, a Delaware corporation (“GTS”), GATX TECHNOLOGY FINANCE INC., a corporation organized under the laws of Canada (“GTF” and, together with GTS, “Sellers”), GATX FINANCIAL CORPORATION, a Delaware corporation (“GFC”), CIT TECHNOLOGIES CORPORATION, a Michigan corporation (“CIT USA”), and CIT FINANCIAL LTD., an Ontario corporation (“CIT Canada” and, together with CIT USA, “Purchasers”).

GATX FINANCIAL CORPORATION REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 20th, 2006 • Gatx Financial Corp • Transportation services • New York

GATX Financial Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to you its 5.8% Senior Notes due 2016 (the “Notes”) pursuant to the terms set forth in a Purchase Agreement (the “Purchase Agreement”) dated as of February 27, 2006, between the Company and you as the initial purchasers (the “Initial Purchasers”). To induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to offer to exchange (the “Exchange Offer”) any and all of the Notes for Exchange Notes (as hereinafter defined) pursuant to the terms of this Agreement. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligations to purchase the Notes under the Purchase Agreement.

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