0001193125-25-131543 Sample Contracts

INVESTORS AGREEMENT
Investors Agreement • May 30th, 2025 • Gatx Corp • Transportation services • Delaware

This INVESTORS AGREEMENT (together with the Exhibits hereto, as amended, restated, supplemented or otherwise modified from time to time in compliance with the terms hereof, this “Agreement”), dated as of May 29, 2025, is entered into by and among (i) GABX Leasing LLC, a Delaware limited liability company (“JV”), (ii) GABX Leasing Holding LLC, a Delaware limited liability company (“Blocker”), (iii) Michigan U.S. Holdings LP, a Delaware limited partnership (the “Brookfield Blocker Member”), (iv) Brookfield Infrastructure Fund V-A, L.P., a Delaware limited partnership (“BIF V-A”), (v) Brookfield Infrastructure Fund V-B, L.P., a Delaware limited partnership (“BIF V-B”), (vi) Brookfield Infrastructure Fund V-C, L.P., a Delaware limited partnership (“BIF V-C”), (vii) Brookfield Infrastructure Fund V (ER) SCSP L.P., a limited partnership organized under the laws of Luxembourg (“BIF ER”) (each of BIF V-A, BIF V-B, BIF V-C and BIF ER, a “Brookfield ECL Party”, together the “Brookfield ECL Parti

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GABX LEASING LLC
Limited Liability Company Agreement • May 30th, 2025 • Gatx Corp • Transportation services • Delaware

This AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of GABX Leasing LLC (the “Company”) is made and entered into as of [•], 20[•] (the “Effective Date”) by and among the Company, GABX Leasing Holding LLC, a Delaware limited liability company (the “Blocker Member”), and GATX Corporation, a New York corporation (the “GATX Member”). The Company, the Blocker Member and the GATX Member are each sometimes referred to herein as a “Party” and, together, as the “Parties.”

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PURCHASE AGREEMENT BY AND AMONG WELLS FARGO BANK, N.A., EVEREN CAPITAL CORPORATION, BFLX LEASING HOLDINGS LLC, GATX RAIL LOCOMOTIVE GROUP, L.L.C., GATX CORPORATION (SOLELY FOR PURPOSES OF ARTICLE V, SECTIONS 6.5, 6.6, 6.7, 6.9(a), 6.10, 6.17, 6.18,...
Purchase Agreement • May 30th, 2025 • Gatx Corp • Transportation services • New York

This Purchase Agreement (this “Agreement”), dated as of May 29, 2025, is made by and among Wells Fargo Bank, N.A., a national banking association (“Seller”), Everen Capital Corporation, a Delaware corporation (“Everen”), BFLX Leasing Holdings LLC, a Delaware limited partnership (“B Buyer”), GATX Rail Locomotive Group, L.L.C., a Delaware limited liability company (“G Buyer”), GATX Corporation, a New York corporation (solely for purposes of Article V, Section 6.5, Section 6.6, Section 6.7, Section 6.9(a), Section 6.10, Section 6.17, Section 6.18, Section 6.21, Section 8.2, Article X, and Article XI, and referred to herein as “GATX”), and GABX Leasing LLC, a Delaware limited liability company (“JV Buyer” and together with B Buyer and G Buyer, each a “Buyer” and, collectively, “Buyers”). Seller, Everen, B Buyer, G Buyer and JV Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

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