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SEC Filings

GATX CORP filed this Form 8-K on 11/20/2018
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Exhibit 1.1






November 19, 2018

Citigroup Global Markets Inc.

388 Greenwich StreetNew York, New York 10013

Merrill Lynch, Pierce, Fenner & Smith


One Bryant Park

New York, New York 10036

As Representatives of the Underwriters

Listed in Schedule I hereto

Ladies and Gentlemen:

GATX Corporation, a New York corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an additional $100,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2021 (the “Securities”). The Securities will be issued pursuant to the provisions of an Indenture dated as of February 6, 2008 between the Company, as issuer, and U.S. Bank National Association, as Trustee (the “Indenture”) and an Officer’s Certificate to be dated on or about November 21, 2018. On November 6, 2017, the Company issued $200,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2021 (the “Existing Securities”) pursuant to the Indenture. Except as otherwise described in the Prospectus (as defined below), the Securities offered by the Company will have identical terms (other than the public offering price) and will constitute part of the same series of the Existing Securities issued by the Company on November 6, 2017 pursuant to the Indenture. Upon completion of this offering, an aggregate of $300,000,000 of Floating Rate Senior Notes due 2021 will be outstanding.

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. 333-213160), including the exhibits and

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