GATX FINANCIAL CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration 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.
