GATX : Material Agreement - Form 8-K

Item 1.01

Entry Into A Material Definitive Agreement

On May 21, 2024, GATX Corporation (the "Company") entered into a Five Year Revolving Credit Agreement (the "Credit Agreement") with Citibank, N.A. and BofA Securities, Inc., as joint lead arrangers and joint book managers, the lenders party thereto, and Citibank, N.A., as administrative agent. The Credit Agreement replaced the Company's $600 million revolving credit facility, which was terminated upon its entry into the Credit Agreement.

The Credit Agreement has a term of five years ending on May 21, 2029, and the Company may request an extension of the termination date by giving notice thereof to the administrative agent. No more than two extension requests may be delivered by the Company. The term extensions only bind the lenders who vote to approve the extensions, but the Company has the option to add additional lenders if the facility is not fully subscribed for the extension terms. The interest rate applicable to borrowings under the Credit Agreement will vary based on prevailing market interest rates and the Company's credit ratings and interest elections. The Credit Agreement also provides for letters of credit.

The Company may, not more than once in any calendar year, request an increase in the amount of the commitments up to $750,000,000.

The Credit Agreement contains customary representations and warranties and affirmative and negative covenants, including a financial covenant related to the Company's fixed charge coverage ratio. As is customary in such financings, the lenders may terminate their commitments, accelerate the repayment of amounts outstanding and exercise other remedies upon the occurrence of an event of default, subject to the expiration of any applicable grace or cure periods.

The administrative agent, co-syndicationagents and certain other lenders under the Credit Agreement and their respective affiliates have performed or may in the future perform various commercial banking, lending, investment banking, financial advisory, trustee, hedging or other services for the Company and its affiliates, for which they have received or will receive fees and reimbursement of expenses.

The description above is a summary of the Credit Agreement and is qualified in its entirety by the complete text of the Agreement, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference.