GATX CORPORATION SERIES 2008-2 PASS THROUGH CERTIFICATES UNDERWRITING AGREEMENT
Exhibit 1.1
$203,477,000
GATX CORPORATION
SERIES 2008-2 PASS THROUGH CERTIFICATES
UNDERWRITING AGREEMENT
November 3, 0000
Xxxx xx Xxxxxxx Securities LLC
Bank of America Tower
Xxx Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Bank of America Tower
Xxx Xxxxxx Xxxx
Xxx Xxxx, XX 00000
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As Representatives of the Underwriters
Listed in Schedule I hereto
Listed in Schedule I hereto
Ladies and Gentlemen:
GATX Corporation, a New York corporation (the “Company”), proposes that the Pass
Through Trust (as defined below) will issue and sell to the several Underwriters listed in
Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the
“Representatives”) Series 2008-2 Pass Through Certificates (the “Securities”)
pursuant to the provisions of the Pass Through Trust Agreement to be dated on or about November 6,
2008 between the Company and U.S. Bank Trust National Association, as pass through trustee (the
“Trustee”), as supplemented by a separate Pass Through Trust Supplement to be dated on or
about November 6, 2008 between the Company and the Trustee (collectively, referred to herein as the
“Pass Through Trust Agreement”). The Pass Through Trust Agreement relates to the creation
and administration of the GATX Corporation 2008-2 Pass Through Trust (the “Pass Through
Trust”).
This is to confirm our agreement concerning the Underwriters’ purchase of the Securities in
the respective aggregate principal amounts set forth in Schedule I hereto.
The Company has filed with the Securities and Exchange Commission (the “Commission”)
an automatic shelf registration statement including a prospectus relating to the Securities under
the Securities Act of 1933, as amended (the “Securities Act”). The term “Registration
Statement”
means the Registration Statement on Form S-3 (Reg. No. 333-145521), including the exhibits and
schedules thereto, as amended to the date of this Underwriting Agreement (the “Agreement”),
and any Prospectus deemed part of such registration statement pursuant to Rule 430B under the
Securities Act, as amended on each Effective Date (as defined below), and, in the event any
post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such
registration statement as so amended, as the case may be. The term “Basic Prospectus” means the
prospectus included in the Registration Statement, as amended to the date of this Agreement. The
term “Prospectus” means the Basic Prospectus together with the prospectus supplement
specifically relating to the Securities (the “Prospectus Supplement”), as filed with, or
transmitted for filing to, the Commission after the Execution Time (as defined below) pursuant to
Rule 424. The term “preliminary prospectus” means a preliminary prospectus supplement
specifically referring to the Securities, together with the Basic Prospectus, which is used prior
to the filing of the Prospectus. As used herein, the terms “Registration Statement,” “Basic
Prospectus,” “Prospectus” and “preliminary prospectus” shall include in each case the documents, if
any, incorporated by reference therein. The term “Issuer Free Writing Prospectus” means an
issuer free writing prospectus, as defined in Rule 433 under the Securities Act. The term “Free
Writing Prospectus” means a free writing prospectus, as defined in Rule 405 under the
Securities Act. The term “Disclosure Package” shall mean the preliminary prospectus, all
Issuer Free Writing Prospectuses, if any, identified on Schedule II hereto, the final term sheet
prepared and filed pursuant to Section 6(b) below, and all other Free Writing Prospectus that the
parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure
Package. The term “supplement,” “amendment” and “amend” as used herein shall include all documents
deemed to be incorporated by reference in the Registration Statement, the Prospectus, the
preliminary prospectus or any Issuer Free Writing Prospectus that are filed subsequent to the date
of the Basic Prospectus by the Company with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). The term “Effective Date” means each date
and time that the Registration Statement, and any post-effective amendment or amendments thereto
became or becomes effective. The term “Execution Time” shall mean the date and time that
this Agreement is executed and delivered by the parties thereto.
As used in this Agreement the terms “Equipment Notes,” “Equipment,” “Trust Agreement,”
“Indenture Trustee,” “Participation Agreement,” and “Operative Agreements” shall have the meanings
attributed to them in Appendix A to the Trust Indenture and Security Agreement to be dated on or
about November 6, 2008 between the Company and the Indenture Trustee (the “Indenture”).
All other capitalized terms used herein shall, for the purposes hereof, have the meanings
attributed to them in this Agreement.
1. The Company represents and warrants to and agrees with each of the Underwriters
that:
(a) The Company has prepared and filed with the Commission the Registration Statement,
including the Basic Prospectus, for registration under the Securities Act of the offering and sale
of the Securities. Such Registration Statement became effective upon filing; no stop order
suspending the effectiveness of the Registration Statement is in effect, and no proceedings for
such purpose are pending before or, to the Company’s knowledge, threatened by the Commission. The
Company has filed with the Commission, as part of an amendment to the Registration Statement or
pursuant to Rule 424(b) under the Securities Act, a preliminary prospectus supplement relating to
the Securities. The Company will file with the Commission a final prospectus supplement relating to
the Securities in accordance with Rule 424(b) under the Securities Act. As filed, such final
prospectus supplement shall contain all information required by the Securities Act and the rules
and regulations of the Commission thereunder.
(b) (i) Each document, if any, filed or to be filed pursuant to the Exchange Act and
incorporated by reference in the Disclosure Package and the Prospectus, complied or will comply
when so
2
filed in all material respects with the Exchange Act and the rules and regulations of the
Commission thereunder and will be timely filed as required thereby, (ii) each part of the
Registration Statement, when such part became effective, did not contain and each such part, as
amended or supplemented, if applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, (iii) the Registration Statement, on the latest Effective Date, and the
Prospectus, as of its date, complied and, as amended or supplemented, if applicable, will comply in
all material respects with the Securities Act, the Exchange Act, the Trust Indenture Act of 1939,
as amended (the “Trust Indenture Act”) and the applicable rules and regulations of the Commission
thereunder, (iv) the Prospectus, as of its date, did not contain and as of the Closing Date, as
amended or supplemented, if applicable, will not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, and (v) the
Disclosure Package, as of the Execution Time, does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided that the
representations and warranties set forth in this Section 1(b) do not apply (x) to statements or
omissions in the Registration Statement, the Disclosure Package or the Prospectus based upon
information concerning the Underwriters furnished to the Company in writing by the Underwriters
expressly for use therein, it being understood and agreed that the only such information furnished
to the Company consists of the information described as such in Section 8(b) below, or (y) to that
part of the Registration Statement that constitutes the Statement of Eligibility and Qualification
(Form T-1) under the Trust Indenture Act, of the Trustee.
(c) At the earliest time after the filing of the Registration Statement that the Company or
other offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the
Securities Act) of the Securities, the Company was not and is not an Ineligible Issuer (as defined
in Rule 405 under the Securities Act), without taking account of any determination by the
Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the Company
be considered an Ineligible Issuer.
(d) Each Issuer Free Writing Prospectus and the final term sheet prepared and filed pursuant
to Section 6(b) below does not include any information that conflicts with the information
contained or incorporated by reference in the Registration Statement, including any prospectus
supplement deemed to be a part thereof that has not been superseded or modified, it being
understood and agreed that the foregoing does not apply to statements in or omissions from any
Issuer Free Writing Prospectus based upon and in conformity with written information furnished to
the Company by the Underwriters, it being understood and agreed that the only such information
furnished to the Company by the Underwriters consists of the information described as such in
Section 8(b) below.
(e) (i) At the time of filing the Registration Statement, (ii) at the time of the most recent
amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act
(whether such amendment was by post-effective amendment, incorporated report filed pursuant to
Sections 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or
any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the
Securities Act) made any offer relating to the Securities in reliance on the exemption in Rule 163,
and (iv) at the Execution Time (with such date being used as the determination date for purposes of
this clause (iv)) the Company was or is (as the case may be) a “well-known seasoned issuer” as
defined in Rule 405 under the Securities Act. The Company agrees to pay the fees required by the
Commission relating to the Securities within the time required by Rule 456(b)(1) under the
Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b)
and 457(r) under the Securities Act.
3
(f) The Company has been duly incorporated, is validly existing as a corporation in good
standing under the laws of the State of New York, has the corporate power and authority to own its
property and to conduct its business as described in the Disclosure Package and the Prospectus, and
is duly qualified to transact business and is in good standing in each jurisdiction in which the
conduct of its business or its ownership or leasing of property requires such qualification, except
to the extent that the failure to be so qualified or be in good standing would not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.
(g) Each subsidiary of the Company that is a “significant subsidiary” as defined in Rule 405
under the Securities Act (a “Significant Subsidiary”) has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the jurisdiction of its incorporation,
has the corporate power and authority to own its property and to conduct its business as described
in the Disclosure Package and the Prospectus, and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its business or its ownership or leasing
of property requires such qualification, except to the extent that the failure to be so qualified
or be in good standing would not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.
(h) The Company has full right, power and authority to execute and deliver this Agreement and
each of the Operative Agreements to which it is a party and to perform its respective obligations
hereunder and thereunder; and this Agreement, and each other Operative Agreement (other than the
Securities, the Equipment Notes and the Pass Through Trust Agreement) to which the Company is, or
is to be, a party, has been duly authorized, executed and delivered by the Company and constitutes
valid and binding obligations of the Company enforceable in accordance with its terms except as the
enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws affecting creditor’s rights and remedies generally from
time to time in effect and (ii) general principles of equity (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing (the “Enforceability
Exceptions”).
(i) The Securities have been duly authorized and, when executed and authenticated in
accordance with the provisions of the Pass Through Trust Agreement and delivered to and duly paid
for by the Underwriters in accordance with the terms of this Agreement, will conform in all
material respects to the descriptions thereof in the Disclosure Package and the Prospectus and will
be legally and validly issued and entitled to the benefits of the Pass Through Trust Agreement.
(j) The Equipment Notes have been duly authorized and, when executed and authenticated in
accordance with the provisions of the Indenture and delivered to and paid for by the Trustee in
accordance with the terms of the Indenture, will be entitled to the benefits of the Indenture and
will be valid and binding obligations of the Indenture Trustee enforceable in accordance with their
terms except as the enforceability thereof may be limited by the Enforceability Exceptions.
(k) The Pass Through Trust Agreement has been duly qualified under the Trust Indenture Act,
has been (or, prior to the Closing Date, will be) duly authorized, executed and delivered by the
Company, and is (or, prior to the Closing Date, will be) a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms except as the enforceability
thereof may be limited by the Enforceability Exceptions.
(l) The execution and delivery by the Company of, and the performance by the Company of its
obligations under, this Agreement and any other Operative Agreements to which the Company is a
party and the issuance and sale of the Securities by the Company will not (i) constitute a default
under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company or any of its
subsidiaries is bound
4
or to which any of the property or assets of the Company or any of its subsidiaries is subject
(each, an “Existing Instrument”), (ii) result in any violation of the certificate of incorporation
or bylaws of the Company, (iii) conflict with or constitute a breach of, or default under, or
result in the creation or imposition of any lien, charge or encumbrance upon any of the property or
assets of the Company or any of its subsidiaries pursuant to any Existing Instrument or (iv) result
in any violation of any law, regulation, judgment, order or decree of any governmental body, agency
or court having jurisdiction over the Company or any of its subsidiaries, except in each case of
clauses (i), (iii) and (iv), for such defaults, conflicts, breaches, liens, charges, encumbrances
or violations as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect; and, to the best of the Company’s knowledge, no consent, approval or
authorization of any governmental body or agency is required for the performance by the Company of
its obligations under this Agreement or any other Operative Agreements, except such as have been or
will be obtained prior to the Closing Date under the Securities Act, the Exchange Act and the Trust
Indenture Act and such as may be required under the securities or Blue Sky laws of the various
states in connection with the offer and sale of the Securities.
(m) There has not been any material adverse change, or any development that would reasonably
be expected to result in a material adverse change, in the financial condition, stockholders’
equity, results of operations, business or properties of the Company and its subsidiaries, taken as
a whole, whether or not arising in the ordinary course of business (referred to as a “Material
Adverse Change” or “Material Adverse Effect”) from that set forth in the Disclosure Package and the
Prospectus.
(n) There are no legal or governmental proceedings pending or, to the best of the Company’s
knowledge, threatened to which the Company or any of its subsidiaries is a party or to which any of
the properties of the Company or any of its subsidiaries is subject that are required to be
described in the Registration Statement or the Disclosure Package or the Prospectus and are not so
described or, to the best of the Company’s knowledge, any statutes, regulations, contracts or other
documents that are required to be described in the Registration Statement, the Disclosure Package
or the Prospectus or to be filed as an exhibit to the Registration Statement that are not described
or filed as required.
(o) The Company and each of its Significant Subsidiaries have all necessary consents,
authorizations, approvals, orders, certificates and permits of and from, and have made all
declarations and filings with, all federal, state, local and other governmental authorities, all
self-regulatory organizations and all courts and other tribunals, to own, lease, license and use
its properties and assets and to conduct their business in the manner described in the Disclosure
Package and the Prospectus, as then amended or supplemented, except to the extent that the failure
to obtain or file would not reasonably be expected to have a Material Adverse Effect.
(p) Ernst & Young LLP, whose reports have been included or incorporated by reference in the
Disclosure Package and the Prospectus, is an independent registered public accounting firm within
the applicable rules and regulations adopted by the Commission and the Public Accounting Oversight
Board (United States) and as required by the Securities Act and the rules and regulations
thereunder.
(q) Except as set forth in the Disclosure Package and the Prospectus, the financial statements
included or incorporated by reference in the Registration Statement, the Disclosure Package and the
Prospectus present fairly in all material respects the financial condition and results of
operations of the Company and its subsidiaries taken as a whole, at the dates and for the periods
indicated, and have been prepared in conformity with generally accepted accounting principles
applied on a consistent basis throughout the periods involved.
(r) Neither the Company nor the Pass Through Trust is and, after giving effect to the offering
and sale of the Securities and the application of the proceeds thereof as described in the
Disclosure
5
Package and the Prospectus, neither the Company nor the Pass Through Trust will be required to
register as, an “investment company” as such term is defined in the Investment Company Act of 1940,
as amended;
(s) The Company and its subsidiaries maintain a system of internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) and are not aware of
any material weakness in their internal controls over financial reporting.
(t) The Company and its subsidiaries maintain “disclosure controls and procedures” (as such
term is defined in Rule 13a-15(e) under the Exchange Act); such disclosure controls and procedures
are effective.
(u) The Company and its subsidiaries are (i) in compliance with any and all applicable
foreign, federal, state and local laws and regulations relating to the protection of human health
and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(“Environmental Laws”), (ii) have received and are in compliance with all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct their respective
businesses and (iii) have not received notice of any actual or potential liability under any
environmental law, except where such non-compliance with Environmental Laws, failure to receive
required permits, licenses or other approvals, or liability would not, individually or in the
aggregate, have a Material Adverse Change, except as set forth in or contemplated in the Disclosure
Package and the Prospectus (exclusive of any supplement thereto).
2. The Company agrees to direct the Trustee to issue and sell the Securities to the
Underwriters as hereinafter provided, and each Underwriter, upon the basis of the representations
and warranties herein contained and subject to the conditions hereinafter stated, agrees, severally
and not jointly, to purchase from the Trustee the aggregate principal amount of Securities set
forth opposite such Underwriter’s name in Schedule I hereto at the purchase price (the
“Purchase Price”) in U.S. Dollars equal to 100% of the principal amount of the Securities
plus accrued interest thereon, if any, from the “Closing Date” (as defined in Section 4 hereof) to
the date of payment and delivery. The Company agrees to pay to Banc of America Securities LLC and
Citigroup Global Markets Inc. (on behalf of the Underwriters) an aggregate commission of 0.650% (65
basis points) on the aggregate principal amount of Securities purchased hereunder. Such payment
shall be made simultaneously with the payment by the Underwriters of the Purchase Price as set
forth in Section 4. Payment of such compensation shall be made by Federal funds check or other
immediately available funds to the order of Citigroup Global Markets Inc. on behalf of the
Underwriters.
3. The Company is advised by the Representatives that the Underwriters propose to make a
public offering of their respective portions of the Underwriters’ Securities as soon after this
Agreement is entered into as in the Representatives’ judgment is advisable. The terms of the public
offering of the Underwriters’ Securities are set forth in the Disclosure Package and the
Prospectus.
4. Payment for the Securities by the Underwriters shall be made by wire transfer in
immediately available funds to the account specified by the Company to the Representatives on or
about November 6, 2008 or at such other time on the same or such other date, as the Representatives
and the Company may agree upon in writing. The time and date of such payment are referred to
herein as the “Closing Date”. As used herein, the term “Business Day” means any
day other than a day on which banks are permitted or required to be closed in New York City.
Payment for the Securities shall be made against delivery of one or more global certificates
for the Securities in the aggregate amount set forth in Schedule I hereto, each of which will be
6
deposited with U.S. Bank Trust National Association, as custodian for DTC and registered in
the name of a nominee of DTC. Forms of such certificates will be made available for inspection by
the Underwriters at Xxxxxx Price P.C., not later than 12:00 p.m., New York, New York time, or at
such other location as the Representatives and the Company shall agree, on the Business Day prior
to the Closing Date.
5. The several obligations of the Underwriters hereunder are subject to the accuracy of the
representations and warranties on the part of the Company contained herein as of the Execution Time
and the Closing Date, to the accuracy of the statements of the Company made in any certificates
pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder
and to the following additional conditions:
(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date:
(i) | there shall not have occurred any downgrading in the rating accorded the Company or any of the Company’s securities or in the rating outlook for the Company by Xxxxx’x and S&P; | ||
(ii) | the Securities shall be rated “A3” by Xxxxx’x and “A-” by S&P; and | ||
(iii) | there shall not have occurred any Material Adverse Change, or any development reasonably likely to result in a Material Adverse Change, from that set forth in the Disclosure Package (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in the reasonable judgment of the Representatives, is material and adverse and that makes it, in the reasonable judgment of the Representatives, impracticable to market the Securities on the terms and in the manner contemplated in the Disclosure Package. |
(b) The Representatives shall have received on the Closing Date an opinion from Xxxxxxx X.
Xxxxxx, Senior Vice President and General Counsel of GATX Corporation, dated the Closing Date, in
form and substance satisfactory to the Representatives, to the effect set forth in Exhibit A
hereto.
(c) The Representatives shall have received on the Closing Date an opinion, dated the Closing
Date, of Xxxxxx Price P.C., counsel for the Company, in form and substance satisfactory to the
Representatives, to the effect set forth in Exhibit B hereto.
(d) The Representatives shall have received on the Closing Date an opinion, dated the Closing
Date, of Xxxxx Xxxxx LLP, counsel for the Company, in form and substance satisfactory to the
Representatives, to the effect set forth in Exhibit C hereto
(e) The Representatives shall have received on the Closing Date an opinion of Milbank, Tweed,
Xxxxxx & XxXxxx LLP, counsel for the Underwriters, dated the Closing Date, with respect to the
issuance and sale of the Securities, the Indenture, the Registration Statement, the Disclosure
Package, the Prospectus (together with any supplement thereto) and other related matters as the
Representatives may reasonably require, and the Company shall have furnished to such counsel such
documents as they request for the purpose of enabling them to pass upon such matters.
(f) The Representatives shall have received on the Closing Date an opinion of (i) Xxxxxxx &
Xxxxxxx LLP, counsel for U.S. Bank Trust National Association (“U.S. Bank Trust”), individually and
as Trustee and for U.S. Bank National Association (“U.S. Bank”), individually, as Indenture
Trustee under the Indenture, dated the Closing Date in form and substance satisfactory to the
Representatives, to the effect set forth in Exhibit D-1 hereto; and (ii) Xxxxxxxx, Xxxxxx & Finger,
P.A., Delaware tax counsel for U.S. Bank Trust, individually and as Trustee, and U.S. Bank,
individually, as Indenture Trustee under
7
the Indenture, dated the Closing Date in form and substance satisfactory to the
Representatives, to the effect set forth in Exhibit D-2 hereto.
(g) The Representatives shall have received, on the Closing Date, a certificate, dated the
Closing Date and signed by an executive officer of the Company, to the effect set forth in Section
5(a)(i) above and to the effect that (i) the representations and warranties of the Company
contained in this Agreement are true and correct as of the Closing Date; (ii) the Company has
complied with all of the agreements and satisfied all of the conditions on its part to be performed
or satisfied hereunder on or before the Closing Date; (iii) since the date of the most recent
financial statements included or incorporated by reference in the Disclosure Package and in the
Prospectus, as amended or supplemented as of the Execution Time, there has been no Material Adverse
Change from that set forth in the Disclosure Package, as so amended or supplemented and in the
Prospectus; and (iv) no stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted or, to the Company’s
knowledge, threatened. The officer signing and delivering such certificate may rely upon the best
of his or her knowledge as to proceedings threatened.
(h) The Representatives shall have received, on the Closing Date, a certificate, dated the
Closing Date and signed by a responsible officer of the Trustee, to the effect that the information
contained in such part of the Registration Statement that constitutes the Statement of Eligibility
and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, as of the most recent
Effective Date and at the Closing Date, was and is true and correct in all material respects.
(i) The Representatives shall have received on the date hereof and confirmed on the Closing
Date, a letter dated the date hereof or the Closing Date, as applicable, in form and substance
reasonably satisfactory to the Representatives, from Ernst & Young LLP, independent registered
public accounting firm of the Company, containing statements and information of the type ordinarily
included in accountants’ “comfort letters” to underwriters with respect to the financial statements
and certain financial information contained in or incorporated by reference into the Registration
Statement, the Disclosure Package and the Prospectus.
(j) If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule
424(b) under the Securities Act, the Prospectus and any such supplement shall have been filed in
the manner and within the time period required by Rule 424(b); the final term sheet contemplated by
Section 6(b) hereof, and any other material required to be filed by the Company pursuant to Rule
433(d) under the Securities Act, shall have been filed with the Commission within the applicable
time periods prescribed for such filings by Rule 433 under the Securities Act; and no stop order
suspending the effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the Company’s knowledge, threatened.
(k) On or prior to the Closing Date the Company shall have furnished to each Underwriter such
further certificates and documents as such Underwriter shall reasonably request pursuant to Section
6(i) below.
6. In further consideration of the agreements of the Underwriters contained in this Agreement,
the Company covenants as follows:
(a) Prior to the termination of the offering of the Securities pursuant to this Agreement, the
Company will not file any amendment or supplement to the Registration Statement or the Basic
Prospectus (including any Prospectus Supplement relating to the Securities) unless the Company has
previously furnished to the Representatives a copy thereof for its review and will not file any
such proposed amendment or supplement to which the Representatives reasonably object; provided that
the
8
foregoing requirement shall not apply to any of the Company’s periodic filings with the
Commission required to be filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
which filings the Company will cause to be timely filed with the Commission and copies of which
filings the Company will cause to be delivered to the Representatives upon written request therefor
promptly after being mailed or transmitted for filing with the Commission. Subject to the foregoing
sentence, the Company will promptly cause each Prospectus Supplement to be filed with or
transmitted for filing to the Commission in accordance with Rule 424(b) under the Securities Act.
The Company will promptly advise the Representatives (i) when the Prospectus, and any supplement
thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) under the
Securities Act, (ii) of the filing of any amendment or supplement to the Basic Prospectus, (iii) of
the filing and effectiveness of any amendment to the Registration Statement, (iv) of any request by
the Commission for any amendment of the Registration Statement, or for any amendment of or
supplement to the Basic Prospectus or for any additional information, (v) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that purpose and (vi) of the receipt by the
Company of any notification with respect to the suspension of the qualification of the Securities
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
The Company will use its best efforts to prevent the issuance of any such stop order or notice of
suspension of qualification and, if issued, to obtain as soon as possible the withdrawal of such
stop order including, if necessary, by filing an amendment to the Registration Statement or a new
registration statement and using its best efforts to have such amendment or new registration
statement declared effective as soon as practicable.
(b) To prepare a final term sheet, containing solely a description of final terms of the
Securities and the offering thereof, in the form approved by the Representatives and attached as
Schedule III hereto and to file such term sheet pursuant to Rule 433(d) under the Securities Act
within the time required by such Rule.
(c) If, at any time prior to the filing of the Prospectus Supplement pursuant to Rule 424(b)
under the Securities Act, any event occurs as a result of which the Disclosure Package would
include any untrue statement of a material fact or omit to state any material fact necessary to
make the statements therein in the light of the circumstances under which they were made not
misleading, the Company will (i) promptly notify the Representatives so that any use of the
Disclosure Package may cease until it is amended or supplemented; (ii) amend or supplement the
Disclosure Package to correct such statement or omission; and (iii) supply any amendment or
supplement to the Representatives in such quantities as the Representatives may reasonably request.
(d) If, at any time when a prospectus relating to the Securities is required to be delivered
under the Securities Act (including in circumstances where such requirement may be satisfied
pursuant to Rule 172), or until the distribution of any Securities an Underwriter may own as
principal has been completed, any event occurs or condition exists as a result of which (i) the
Registration Statement or the Prospectus as then amended or supplemented would include an untrue
statement of a material fact, or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were
made at such time, not misleading, or (ii) if, in the opinion of the Representatives or in the
opinion of the Company, it is necessary at any time to amend or supplement the Registration
Statement or the Prospectus, as then amended or supplemented, to comply with applicable law, the
Company will immediately notify each Underwriter by telephone (with confirmation in writing) to
suspend solicitation of offers to purchase Securities or any resale thereof and, if so notified by
the Company, each Underwriter shall forthwith suspend such solicitation or resale and cease using
the Prospectus as then amended or supplemented. The Company shall, at its expense, prepare and
cause to be filed promptly with the Commission, subject to the first sentence of paragraph (a) of
this Section 6, an amendment or supplement to the Registration Statement or Prospectus as then
amended or
9
supplemented that will correct such statement or omission or effect such compliance and will
supply such amended or supplemented Prospectus to each Underwriter in such quantities as such
Underwriter may reasonably request.
(e) The Company will make generally available to its security holders and to the
Representatives as soon as practicable earnings statements that satisfy the provisions of
Section 11(a)
of the Securities Act and the rules and regulations of the Commission thereunder covering the
twelve-month period beginning, in each case, not later than the first day of the Company’s fiscal
quarter next following the date of the Underwriting Agreement. If such fiscal quarter is the last
fiscal quarter of the Company’s fiscal year, such earnings statement shall be made available not
later than 90 days after the close of the period covered thereby and in all other cases shall be
made available not later than 45 days after the close of the period covered thereby.
(f) The Company will furnish to the Representatives without charge three copies of the
Registration Statement and all amendments thereto, including to the extent requested by the
Representatives in writing, exhibits, schedules and any documents incorporated by reference
therein, and, during the period mentioned in Section 6(d) above, as many copies of the Prospectus
(including any preliminary prospectus) and each Issuer Free Writing Prospectus (and any supplements
thereto), any documents incorporated by reference therein and any supplements and amendments
thereto as the Representatives may reasonably request.
(g) The Company will qualify the Securities for offer and sale under the securities or Blue
Sky laws of such jurisdictions as the Representatives shall reasonably request and will pay all
reasonable expenses (including fees and disbursements of counsel) in connection with such
qualification and in connection with the determination of the eligibility of the Securities for
investment under the laws of such jurisdictions as the Representatives may designate, provided that
the Company shall not be obligated to so qualify the Securities if such qualification subjects it
to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject,
or requires it to file any general consent to service of process or qualify as a foreign
corporation in any jurisdiction in which it is not so qualified.
(h) The Company agrees that, unless it has or shall have obtained the prior written consent
(not to be unreasonably withheld) of the Representatives, it has not made and will not make any
offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that
would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be
filed by the Company with the Commission or retained by the Company under Rule 433, other than a
free writing prospectus containing solely the information contained in the final term sheet
prepared and filed pursuant to Section 6(b) hereto; provided that the prior written consent of the
Representatives shall be deemed to have been given in respect of the Free Writing Prospectuses
included in Schedule IV hereto. Any such free writing prospectus consented to by the
Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company
agrees that (x) it has treated and will treat, as the case may be, each Permitted Free Writing
Prospectus as an Issuer Free Writing Prospectus and (y) it has complied and will comply, as the
case may be, with the requirements of Rules 164 and 433 under the Securities Act applicable to any
Permitted Free Writing Prospectus, including in respect of timely filing with the Commission,
legending and record keeping.
(i) Prior to the termination of the offering of the Securities, the Company shall furnish to
the Representatives such relevant documents and certificates of officers of the Company relating to
the business, operations and affairs of the Company, the Registration Statement, the Basic
Prospectus, any amendments or supplements thereto, the Indenture, the Securities, this Agreement,
each other Operative Agreement and the performance by the Company of its obligations hereunder or
thereunder as the Representatives may from time to time reasonably request and shall notify the
Representatives promptly
10
in writing when it becomes aware of any downgrading or of its receipt of any notice of (i) any
intended or potential downgrading or (ii) any review or possible change that does not indicate the
direction of a possible change in the rating accorded any of the Company’s securities by Moody’s or
S&P.
(j) The Company will, whether or not any sale of Securities is consummated, pay all expenses
incident to the performance of its obligations under the Underwriting Agreement, including: (i) the
preparation and filing of the Registration Statement, the Prospectus and each Issuer Free Writing
Prospectus and all amendments and supplements thereto; (ii) the preparation, issuance and delivery
of the Securities; (iii) the fees and disbursements of the Company’s counsel and accountants and of
the Trustee and its counsel; (iv) the qualification of the Securities under securities or Blue Sky
laws in accordance with the provisions of Section 6(g), including filing fees and the reasonable
fees and disbursements of the counsel for the Underwriters in connection therewith and in
connection with the preparation of any Blue Sky memoranda (“Blue Sky Memoranda”); (v) the printing
and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration
Statement and all amendments thereto, the Basic Prospectus and any amendments or supplements
thereto and each Issuer Free Writing Prospectus and any amendments or supplements thereto; (vi) the
printing and delivery to the Underwriters of copies of the Indenture and any Blue Sky Memoranda;
(vii) any fees charged by rating agencies for the rating of the Securities; (viii) any reasonable
out-of-pocket expenses incurred by the Underwriters with the approval of the Company and (ix) the
fees and expenses, if any, incurred with respect to any filing with the Financial Industry
Regulatory Authority, Inc.
(k) During the period beginning on the date of the Underwriting Agreement and continuing to
and including the Closing Date, the Company will not, without the prior consent of the
Representatives, offer, sell, contract to sell or otherwise dispose of any debt securities of the
Company substantially similar to the Securities (other than (i) the Securities that are to be sold
pursuant to such agreement, (ii) Securities previously agreed to be sold by the Company and
(iii) commercial paper issued in the ordinary course of business), except as may otherwise be
provided in any such agreement.
7. (a) The Representatives shall promptly notify the Company of the completion of the
distribution of the Securities.
(b) Each Underwriter, severally and not jointly, agrees with the Company that, unless it has
or shall have obtained, the prior written consent of the Company, it has not made and will not make
any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or
that would otherwise constitute a “free writing prospectus” (as defined in Rule 405) required to be
filed by the Company with the Commission or retained by the Company under Rule 433, other than a
free writing prospectus containing solely the information contained in the final term sheet
prepared and filed pursuant to Section 6(b) hereto; provided that the prior written consent of the
Company shall be deemed to have been given in respect of the Free Writing Prospectuses included in
Schedule IV hereto.
8. (a) The Company agrees to indemnify and hold harmless each Underwriter, the officers,
directors, employees and agents of such Underwriter, and each person, if any, who controls such
Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages or liabilities, joint or
several, caused by or based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement or in any amendment thereof, or in the Prospectus, any
preliminary prospectus, any Permitted Free Writing Prospectus or other free writing prospectus used
by the Company or any agent of the Company (other than any Underwriter) or the information
contained in the final term sheet as required to be prepared and filed pursuant to Section 6(b)
hereof, or in any amendment or supplement to any thereof, or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein, not misleading, except insofar as such losses,
11
claims, damages or liabilities are caused by or based upon any such untrue statement or
omission or alleged untrue statement or alleged omission based upon information furnished to the
Company in writing by or on behalf of such Underwriter expressly for use therein.
(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the
Company, its directors, its officers who sign the Registration Statement and any person who
controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act to the same extent as the foregoing indemnity from the Company to each such
Underwriter, but only with reference to information relating to such Underwriter furnished in
writing by such Underwriter expressly for use in the Registration Statement or the Prospectus or
any amendments or supplements thereto or in any preliminary prospectus or Permitted Free Writing
Prospectus. The Company acknowledges that the statements set under the heading “Underwriting,” in
(i) the fourth paragraph related to discounts, (ii) the sixth paragraph related to stabilization,
overallotment, concessions and syndicate covering transactions and (iii) the second sentence of the
seventh paragraph related to market making activities in the preliminary prospectus constitute the
only information furnished by or on behalf of the several Underwriters for inclusion in the
Registration Statement, the Prospectus, any amendments or supplements thereto or in any preliminary
prospectus or Permitted Free Writing Prospectus.
(c) In case any proceeding (including any governmental investigation) shall be instituted
involving any person in respect of which indemnity may be sought pursuant to either paragraph (a)
or (b) above, such person (the “indemnified party”) shall promptly notify the person against whom
such indemnity may be sought (the “indemnifying party”) in writing; and the indemnifying party,
upon request of the indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the reasonable fees and disbursements of such counsel
related to such proceeding. In any such proceeding, any indemnified party shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually
agreed to the retention of such counsel, (ii) the actual or potential parties to any such
proceeding (including any impleaded parties) include both the indemnifying party and the
indemnified party and the indemnified party shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties which are different from or additional to
those available to the indemnifying party, (iii) the use of counsel chosen by the indemnifying
party to represent the indemnified party would present such counsel with a conflict of interest or
(iv) the indemnifying party shall not have employed counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time after notice of the
institution of such proceeding. It is understood that the indemnifying party shall not, in
connection with any proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred.
Such firm shall be designated in writing by the Representatives, in the case of parties indemnified
pursuant to paragraph (a) above and by the Company in the case of parties indemnified pursuant to
paragraph (b) above. The indemnifying party shall not be liable for any settlement of any
proceeding effected without its written consent but, if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying
party to reimburse the indemnified party for reasonable fees and expenses of counsel as
contemplated by the third sentence of this paragraph, the indemnifying party agrees that it shall
be liable for any settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect
12
any settlement of any pending or threatened proceeding in respect of which any indemnified
party is or could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such proceeding. Failure to
notify the indemnifying party as required by the first sentence of this paragraph (c) (1) will not
relieve the indemnifying party from liability under paragraph (a) or (b) above unless and to the
extent it did not otherwise learn of such action and such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses and (2) will not, in any event, relieve the
indemnifying party from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above.
(d) If the indemnification provided for in paragraph (a) or (b) of this Section 8 is
unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or
liabilities referred to therein in connection with any offering of Securities, then the Company and
the Underwriters severally agree that each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other from the offering of the Securities or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and of the Underwriters on the other in
connection with the statements or omissions which resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other in connection with the offering of
the Securities shall be deemed to be in the same respective proportions as the net proceeds from
the offering of such Securities (before deducting expenses) received by the Company and the total
discounts and commissions received by the Underwriters in respect thereof, in each case as set
forth in the Prospectus, bear to the total aggregate public offering price of such Securities;
provided, however, that in no case shall any Underwriter (except as may be provided in any
agreement among underwriters relating to the offering of the Securities) be responsible for any
amount in excess of the underwriting discount or commission applicable to the Securities purchased
by such Underwriter hereunder. The relative fault of the Company on the one hand and of the
Underwriters on the other shall be determined by reference to, among other things, whether the
untrue or allegedly untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company or by the Underwriters and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
(e) The Company and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this Section 8 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the considerations referred to in the immediately preceding
paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 8, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the Securities offered and
sold to the public through such Underwriter exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or allegedly untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 8 are not
13
exclusive and shall not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.
The indemnity and contribution agreements contained in this Section 8 and the representations
and warranties of the Company in this Agreement shall remain operative and in full force and effect
regardless of (i) termination of this Agreement, (ii) any investigation made by any Underwriter or
on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the
Company, its directors or officers or any person controlling the Company and (iii) acceptance of
and payment for any of the Securities.
9. If any one or more Underwriters shall fail to purchase and pay for any of the Securities
agreed to be purchased by such Underwriter or Underwriters and such failure to purchase shall
constitute a default in the performance of its or their obligations under this Agreement, the
remaining Underwriters shall be obligated severally to take up and pay for (in the respective
proportions which the principal amount of Securities set forth opposite their names in the
Underwriting Agreement bears to the aggregate principal amount of Securities set forth opposite the
names of all the remaining underwriters) the Securities which the defaulting Underwriter or
Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate
principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed
to purchase shall exceed 10% of the aggregate principal amount of Securities set forth in the
Underwriting Agreement, the remaining Underwriters shall have the right to purchase all, but shall
not be under any obligation to purchase any, of the Securities. If arrangements satisfactory to the
non-defaulting Underwriters and the Company for the purchase of at least 90% of the aggregate
principal amount of the Securities are not made within 36 hours after such default or if such non-
defaulting Underwriters do not agree to purchase at least 90% of the aggregate principal amount of
such Securities, this Agreement will terminate without liability to any non-defaulting Underwriter
or the Company; provided, however, that if such non-defaulting Underwriters agree to purchase at
least 90% but less than 100% of the aggregate principal amount of such Securities, the Company, at
its option, may terminate this Agreement and no non-defaulting Underwriter or the Company shall
have any liability in connection therewith. In the event of a default by any Underwriter as set
forth in this Section 8, the Closing Date shall be postponed for such period, not exceeding five
days, as the Representatives shall determine in order that the required changes in the Registration
Statement and the Prospectus or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to
the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.
10. This Agreement shall become effective upon the execution and delivery hereof by the
parties hereto.
11. This Agreement shall be subject to termination in the absolute discretion of the
Representatives, by notice given to the Company, if prior to the Closing Date (i) trading in
securities generally on the New York Stock Exchange, the Nasdaq Global Market or the Chicago Stock
Exchange shall have been suspended or materially limited, (ii) a general moratorium on commercial
banking activities in New York shall have been declared by either federal or New York State
authorities, (iii) there shall have occurred a material disruption in securities settlement,
payment or clearance services in the United States or (iv) there shall have occurred any material
outbreak or escalation of hostilities or other calamity or crisis and, in the case of any of the
events described in clauses (i) through (iv) above, the effect of such event on the financial
markets of the United States, in the reasonable judgment of the Representatives, is so material and
adverse that it is impractical to market the Securities on the terms and in the manner contemplated
by the Disclosure Package and the Prospectus.
14
12. If this Agreement shall be terminated by the Underwriters or any of them, because of any
failure or refusal on the part of the Company to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any reason the Company shall be unable to perform its
obligations under this Agreement except pursuant to Section 9 hereof, the Company will reimburse
the Underwriters or such Underwriters as have so terminated this Agreement with respect to
themselves, severally through the Representatives on demand, for all out-of-pocket expenses
(including the reasonable fees and disbursements of their counsel) reasonably incurred by such
Underwriters in connection with this Agreement.
13. This Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.
14. This Agreement shall be governed by and construed in accordance with the laws of the State
of New York applicable to a contract executed and performed in such State without giving effect to
the conflicts of laws principles thereof.
15. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant
to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand,
and the Underwriters and any affiliate through which it may be acting, on the other, (b) the
Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the
Company’s engagement of the Underwriters in connection with the offering and the process leading up
to the offering is as independent contractors and not in any other capacity. Furthermore, the
Company agrees that it is solely responsible for making its own judgments in connection with the
offering (irrespective of whether any of the Underwriters has advised or is currently advising the
Company on related or other matters). The Company agrees that it will not claim that the
Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary
or similar duty to the Company, in connection with such transaction or the process leading thereto.
15
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall
represent a binding agreement between the Company and the several Underwriters.
Very truly yours, GATX CORPORATION |
||||
By: | /s/ Xxxxxxx X. Xxxxx | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Senior Vice President & Treasurer |
|||
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
BANC OF AMERICA SECURITIES LLC
By:
|
/s/ Xxxx Xxxxx | |||
Name: Xxxx Xxxxx | ||||
Title: Principal | ||||
CITIGROUP GLOBAL MARKETS INC. | ||||
By:
|
/s/ Xxxxxx Xxxxxxx | |||
Name: Xxxxxx Xxxxxxx | ||||
Title: Managing Director |
For themselves and the other several
Underwriters named in
Schedule I to the foregoing Agreement.
SCHEDULE I
Principal Amount of Series 2008-2 | ||||
Underwriter |
Pass Through Certificates | |||
Citigroup Global Markets Inc. |
$ | 91,565,000 | ||
Banc of America Securities LLC |
91,564,000 | |||
Mizuho Securities USA Inc. |
10,174,000 | |||
The Xxxxxxxx Capital Group, L.P. |
10,174,000 | |||
Total |
$ | 203,477,000 |
Schedule II
Issuer Free Writing Prospectuses
Issuer Free Writing Prospectuses
None.
Schedule III
Final Term Sheet
Final Term Sheet
Filed Pursuant to Rule 433
Registration No. 333-145521
November 3, 2008
Registration No. 333-145521
November 3, 2008
PRICING TERM SHEET
GATX Corporation 2008-2 Pass Through Trust
Pass Through Trust Certificates, Series 2008-2
Pass Through Trust Certificates, Series 2008-2
Issuer:
|
GATX Corporation 2008-2 Pass Through Trust | |
Security:
|
Pass Through Trust Certificates, Series 2008-2 | |
Size:
|
$203,477,000 | |
Final Expected Distribution Date:
|
November 15, 2013 | |
Coupon:
|
9.000% | |
Interest Payment Dates:
|
November 15 and May 15, commencing May 15, 2009 | |
Price to Investors:
|
100.000% | |
Benchmark Treasury:
|
2.750% due October 31, 2013 | |
Benchmark Treasury Yield:
|
2.730% | |
Spread to Benchmark Treasury:
|
+627 bp | |
Make-Whole Spread (used to
calculate Make-Whole Amount) :
|
T+50 bp | |
Expected Settlement Date:
|
November 6, 2008 (T+3) | |
CUSIP/ISIN:
|
361477 AA0/ US361477AA08 | |
Anticipated Ratings:
|
“A3” by Xxxxx’x Investors Service, Inc. | |
“A-” by Standard & Poor’s Ratings Services | ||
Joint Book-Running Managers:
|
Citigroup Global Markets Inc. | |
Banc of America Securities LLC | ||
Co-Managers:
|
Mizuho Securities USA Inc. | |
The Xxxxxxxx Capital Group, L.P. |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering.
III-1
You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx.
Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange
to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at
1-877-858-5407 or Banc of America Securities LLC at 1-800-294-1322.
III-2