FIRST AMENDMENT TO SUPPLY AGREEMENT
Exhibit 10.1(a)
FIRST AMENDMENT TO SUPPLY AGREEMENT
THIS FIRST AMENDMENT TO SUPPLY AGREEMENT (this “Amendment”) is made and entered into
as of the 25th day of April, 2011, by and between GATX Corporation, a corporation
organized under the laws of the State of New York (“Buyer”), and Trinity Rail Group, LLC, a
limited liability company organized under the laws of the State of Delaware (“Seller”)
(collectively, the “Parties”, and each individually, a “Party”).
W I T N E S S E T H:
WHEREAS, Buyer and Seller are parties to that certain Supply Agreement, dated as of March 14,
2011 (the “Supply Agreement”); and
WHEREAS, Buyer and Seller wish to amend the Supply Agreement as more specifically provided
herein.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. Capitalized Terms. Capitalized terms used, but not defined, herein, shall have the
meanings ascribed to such terms in the Supply Agreement.
2. Amendments to the Supply Agreement.
(a) Section 9.6.5 of the Supply Agreement is hereby deleted and replaced in its
entirety with the following:
“Except to the extent the Parties otherwise mutually agree in a writing signed
by an officer of each Party, if any term or condition in Buyer’s Order, Seller’s
Order Confirmation, or other documentation by or from either Party relating to the
subject matter of the Order or of this Agreement conflicts with or adds to or
supplements a term or condition of this Agreement, the terms or conditions of this
Agreement shall control and the conflicting, additional or supplemental term or
condition, as the case may be, shall be without force or effect with respect to such
subject matter or Order.”
3. Miscellaneous.
(a) Except as expressly amended and supplemented by this Amendment, the provisions of the
Agreement (including all Schedules and Exhibits thereto) are made effective or are ratified and
confirmed and remain in full force and effect, whichever the case may be.
(b) This Amendment may be executed in several counterparts and via facsimile (or other form of
electronic transmission, including email), all of which taken together shall constitute one single
agreement between the Parties hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed by their
respective duly authorized officers as of the date first above written.
| GATX CORPORATION |
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| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Vice President and Chief Commercial Officer | |||
| TRINITY RAIL GROUP, LLC |
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| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Vice President and Chief Financial Officer | |||
[Signature Page to First Amendment to Supply Agreement]
