EX-10.18.5






Exhibit 10.18.5




FOURTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




This Fourth Amendment to Second Amended and Restated Credit Agreement (this “Fourth
Amendment”) is executed effective as of October 19, 2007 (the “Effective Date”), by and
among Trinity Industries, Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase
Bank, N.A., as the Administrative Agent (the “Administrative Agent”), and the financial
institutions parties hereto as Lenders (individually an “Executing Lender” and collectively
the “Executing Lenders”).



W I T N E S S E T H:




A. The Borrower, the Administrative Agent, the Syndication Agents, the Documentation Agent and
the lenders named therein are parties to that certain Second Amended and Restated Credit Agreement
dated as of April 20, 2005 as amended by that certain First Amendment to Second Amended and
Restated Credit Agreement dated as of June 9, 2006, that certain Second Amendment to Second Amended
and Restated Credit Agreement dated as of June 21, 2006 and that certain Third Amendment to Second
Amended and Restated Credit Agreement dated as of June 22, 2007 (as amended, the “Credit
Agreement”) (unless otherwise defined herein, all terms used herein with their initial letter
capitalized shall have the meaning given such terms in the Credit Agreement). Bank of Texas, N.A.
has been added as a lender under the Credit Agreement pursuant to three Assignment and Acceptance
agreements all dated July 19, 2006, one executed by JPMorgan Chase Bank, N.A., one executed by
Wachovia Bank, N.A. and one executed by Bank of America, N.A.



B. The Borrower has requested that the lenders party to the Credit Agreement (i) increase the
amount of the Revolving Commitments and (ii) extend the Revolving Commitment Termination Date.
Subject to the terms and conditions herein contained, the Executing Lenders have agreed to the
Borrower’s request.



NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, the Borrower, the Administrative Agent and each Executing Lender
hereby agree as follows:



Section 1. Amendments. In reliance on the representations, warranties,
covenants and agreements contained in this Fourth Amendment, and subject to the terms and
conditions contained herein, the Credit Agreement is hereby amended effective as of the Effective
Date, in the manner provided in this Section 1.



1.1 Additional Definitions. Section 1.01 of the Credit Agreement is amended to add
thereto in alphabetical order the definition “Fourth Amendment” which shall read in full as
follows:



"Fourth Amendment” means that certain Fourth Amendment to Second
Amended and Restated Credit Agreement dated as of October 19, 2007, among the
Borrower, the Administrative Agent and the Executing Lenders defined therein.



1.2 Amendments to Definitions. The definitions of the terms “Loan Documents,”
"Material Subsidiary,” “Revolving Commitment Termination Date” and “Revolving
Commitment” set forth in Section 1.01 of the Credit Agreement are amended to read in full as
follows:



"Loan Documents” means this Agreement, the First Amendment, the Second
Amendment, the Third Amendment, Fourth Amendment, the Notes, the Subsidiary
Guaranties, the Letters of Credit, any Borrowing Request, any Interest Election
Request, any Assignment and Acceptance, the Fee Letter, and all other agreements
(including Hedging Agreements) relating to this Agreement, the Loans or the Lender
Indebtedness entered into from time to time between or among the Borrower (or any or
all of its Subsidiaries) and the Administrative Agent or any Lender (or, with
respect to the Hedging Agreements, any Affiliates of any Lender), and any document
delivered by the Borrower or any of its Subsidiaries in connection with the
foregoing, as such documents, instruments or agreements may be amended, modified or
supplemented from time to time.



"Material Subsidiary” means, as of any date of determination, any
Subsidiary of the Borrower which is organized under the laws of the United States of
America, any State thereof, or the District of Columbia and either (a) has assets
(including, without limitation, assets of any subsidiary of such Subsidiary) having
a book value as of such date equal to or greater than ten percent (10%) of the
consolidated assets of the Borrower and its Subsidiaries, or (b) accounts (together
with any subsidiary of such Subsidiary) for more than ten percent (10%) of the
consolidated revenues of the Borrower and its Subsidiaries as determined for the
most-recently ended four (4) Fiscal Quarter period ending on or prior to such date
of determination, or (c) accounts (together with any subsidiary of such Subsidiary)
for more than ten percent (10%) of EBITDA of the Borrower and its Subsidiaries as
determined for the most-recently ended four (4) Fiscal Quarter period ending on or
prior to such date of determination. A Subsidiary of a Material Subsidiary shall
not be deemed to be a Material Subsidiary unless such Subsidiary itself meets the
requirements of this definition. As of October 19, 2007, “Material
Subsidiaries” means the Subsidiaries set forth (and designated as such) on
Schedule 3.11.



"Revolving Commitment” means, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and to acquire participations in
Letters of Credit and Swingline Loans hereunder, expressed as an amount representing
the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder,
as such commitment may be (a) reduced from time to time pursuant to
Section 2.10, (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 10.04, and
(c) terminated pursuant to Article VIII. The amount of each Lender’s
Revolving Commitment as of October 19, 2007 is set forth on Schedule 2.01,
or in the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Revolving Commitment. The Aggregate Revolving Commitment as of October 19, 2007
is $425,000,000.



“Revolving Commitment Termination Date" means the earliest of:
(a) October 19,  2012; (b) the date on which all of the Commitments are terminated
in full or reduced to zero pursuant to Section 2.10; and (c) the date on
which the Commitments otherwise are terminated in full and reduced to zero pursuant
to the terms of Article VIII. Upon the occurrence of any event described in
clause (b) or (c), the Commitments shall terminate automatically and
without any further action.



1.3 Amendment to Section 6.1(f). Section 6.1(f) of the Credit Agreement is amended to
read in full as follows:



(f) concurrently with the delivery of the certificate described in Section
6.1(c) above for each Fiscal Year of Borrower; if requested by the
Administrative Agent, within 45 days after the delivery of the certificate described
in Section 6.1(c) for a Fiscal Quarter; and, if requested by the
Administrative Agent at any time a Default exists, within 45 days after the request:
(i) a Subsidiary Guaranty duly executed by each Material Subsidiary that has not
previously executed and delivered to the Administrative Agent a Subsidiary Guaranty
and (ii) such resolutions, member or partner consents, certificates, legal opinions
and such other related documents as the Administrative Agent may reasonably request
with respect to each such Material Subsidiary, all in form and substance
satisfactory to the Administrative Agent (and such Material Subsidiary shall become
a subsidiary guarantor hereunder upon delivery of the items described in clauses
(i) and (ii));



1.4 Amendment to Schedules. Schedule 2.01 of the Credit Agreement is amended in its
entirety to read as set forth on Schedule 2.01 hereto. The Revolving Commitments of the Lenders
are changing as a result of the amendments to the Credit Agreement set forth above and the
amendment to Schedule 2.01. As a result, the outstanding Revolving Loans may not be held pro rata
in accordance with the new Revolving Commitments. In order to remedy the foregoing, on the
Effective Date, the Lenders shall, if necessary so the Revolving Loans are held pro rata, make
advances among themselves (either directly or through the Administrative Agent) so that after
giving effect thereto the Revolving Loans will be held by the Lenders, pro rata in accordance with
their respective new Revolving Commitments. Any advances made under this Section 1.3 by a
Lender shall be deemed to be a purchase of a corresponding amount of the Revolving Loans of the
Lender or Lenders who shall receive such advances.



Section 2. Effectiveness of Amendment. This Fourth Amendment shall be
effective automatically and without the necessity of any further action by the Administrative
Agent, the Borrower or any Lender when counterparts hereof have been executed by the Administrative
Agent, the Borrower, the Lenders and the Material Subsidiaries (which may include telecopy or other
electronic transmission of a signed signature page of this Fourth Amendment) shall have been
received by the Administrative Agent, and each of the following conditions to the effectiveness
hereof have been satisfied:



(a) Notes. The Administrative Agent (or its counsel) shall have
received from the Borrower a Revolving Credit Note payable to the order of each
Lender, each in the amount of such Lender’s Revolving Commitment in effect after
giving effect to this Amendment, signed on behalf of the Borrower.



(b) Legal Opinion. The Administrative Agent shall have received a
favorable written opinion (addressed to the Administrative Agent and the Lenders and
dated as of the date hereof) of Haynes and Boone, LLP, counsel for the Borrower and
the Material Subsidiaries, in form and substance satisfactory to the Administrative
Agent, and covering such matters relating to the Borrower, the Material
Subsidiaries, this Fourth Amendment, the other Loan Documents and/or the
transactions contemplated by this Fourth Amendment as the Lenders shall reasonably
request.



(c) Corporate Authorizations. The Administrative Agent shall have
received such documents and certificates as the Administrative Agent or its counsel
may reasonably request relating to the organization, existence and good standing of
the Borrower and the Material Subsidiaries, the authorization of the transactions
contemplated by this Fourth Amendment and any other legal matters relating to the
Borrower, the Material Subsidiaries, this Fourth Amendment, the Credit Agreement and
the other Loan Documents, all in form and substance satisfactory to the
Administrative Agent and its counsel.



(d) Representations. The representations and warranties contained
herein and in all other Loan Documents, as amended hereby, shall be true and correct
in all material respects as of the Effective Date as if made on the Effective Date,
except for such representations and warranties limited by their terms to a specific
date.



(e) Default. After giving effect to this Fourth Amendment, no Default
shall exist.



(f) Other Proceedings. All proceedings taken in connection with the
transactions contemplated by this Fourth Amendment and all documentation and other
legal matters incident thereto shall be satisfactory to the Administrative Agent and
its counsel.



(g) Fees. The Administrative Agent and the Lenders shall have received
all fees and other amounts due and payable pursuant to the Fee Letter dated
October 19, 2007 between the Borrower and the Administrative Agent, this Agreement
or any other Loan Document on or prior to the Effective Date, including, to the
extent invoiced, reimbursement or payment of all out-of-pocket expenses required to
be reimbursed or paid by the Borrower hereunder or under any other Loan Document.



The Administrative Agent shall notify the Lenders of the Effective Date and such notice shall be
conclusive and binding. All documents executed or submitted pursuant to this Section 2 by and on
behalf of the Borrower or any of its Subsidiaries shall be in form and substance reasonably
satisfactory to the Administrative Agent and its counsel. This Fourth Amendment shall not become
effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.02
of the Credit Agreement) at or prior to 2:00 p.m., Dallas, Texas time, on October 31, 2007.



Section 3. Representations and Warranties of the Borrower. To induce the
Executing Lenders and the Administrative Agent to enter into this Fourth Amendment, the Borrower
and each Material Subsidiary (by its execution of this Fourth Amendment below), represent and
warrant to the Administrative Agent and the Lenders as follows:



3.1 Reaffirmation of Representations and Warranties. Each representation and warranty
of the Borrower and each Material Subsidiary contained in the Credit Agreement and the other Loan
Documents is true and correct in all material respects on the date hereof after giving effect to
the amendments set forth in Section 1 hereof but except for such representations and
warranties limited by their terms to a specific date.



3.2 Due Authorization, No Conflicts. The execution, delivery and performance by the
Borrower and each Material Subsidiary of this Fourth Amendment and the Loan Documents executed
pursuant hereto are within the Borrower’s and each Material Subsidiary’s corporate powers, have
been duly authorized by all necessary action, require no action by or in respect of, or filing
with, any governmental body, agency or official and do not violate or constitute a default under
any provision of applicable law or any material agreement binding upon the Borrower or any of its
Subsidiaries, or result in the creation or imposition of any Lien upon any of the assets of the
Borrower or any of its Subsidiaries except for Permitted Encumbrances.



3.3 Validity and Binding Effect. This Fourth Amendment and the Notes executed
pursuant hereto constitute the valid and binding obligations of the Borrower enforceable in
accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditor’s rights generally and (b) the availability of
equitable remedies may be limited by equitable principles of general application. This Fourth
Amendment constitutes the valid and binding obligations of each Material Subsidiary enforceable in
accordance with its terms, except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditor’s rights generally and (b) the availability of
equitable remedies may be limited by equitable principles of general application.



3.4 No Defenses. As of the date hereof, neither the Borrower nor any Material
Subsidiary has any defenses to payment, counterclaim or rights of set-off with respect to their
respective obligations under the Loan Documents.



3.5 Absence of Defaults. After giving effect to the amendments set forth in
Section 1 hereof, no Default exists.



Section 4. Miscellaneous.



4.1 Reaffirmation of Loan Documents. The terms and provisions set forth in this
Fourth Amendment shall modify and supersede all inconsistent terms and provisions set forth in the
Credit Agreement and except as expressly modified and superseded by this Fourth Amendment, the
terms and provisions of the Credit Agreement and the other Loan Documents are ratified and
confirmed and shall continue in full force and effect. Borrower, the Material Subsidiaries, the
Administrative Agent, and the Lenders agree that the Credit Agreement as amended hereby and the
other Loan Documents shall continue to be legal, valid, binding and enforceable in accordance with
their respective terms except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditor’s rights generally and (b) the availability of
equitable remedies may be limited by equitable principles of general application. Borrower agrees
that the obligations, indebtedness and liabilities of the Borrower arising under the Credit
Agreement, as amended by this Fourth Amendment and the Notes executed pursuant hereto are
“Obligations” as defined in the Subsidiary Guaranties.



4.2 Parties in Interest. All of the terms and provisions of this Fourth Amendment
shall bind and inure to the benefit of the parties hereto and their respective successors and
assigns.



4.3 Counterparts. This Fourth Amendment may be executed in counterparts, and all
parties need not execute the same counterpart. Facsimiles or other electronic communications
(e.g., pdf) shall be effective as originals.



4.4 Complete Agreement. THIS FOURTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.



4.5 Headings. The headings, captions and arrangements used in this Fourth Amendment
are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Fourth Amendment, nor affect the meaning thereof.



4.6 Survival of Representations and Warranties. All representations and warranties
made in this Fourth Amendment shall survive the execution and delivery of this Fourth Amendment,
and no investigation by the Administrative Agent or any Lender or any closing shall affect the
representations and warranties or the right of the Administrative Agent or any Lender to rely upon
them.



4.7 Reference to Agreement. Each of the Loan Documents, including the Credit
Agreement and any and all other agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended
hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement
shall mean a reference to the Credit Agreement as amended hereby.



4.8 Expenses of Lender. As provided in the Agreement, Borrower agrees to pay on
demand all costs and expenses incurred by Administrative Agent in connection with the preparation,
negotiation, and execution of this Fourth Amendment and the other Loan Documents executed pursuant
hereto, including without limitation, the costs and fees of Administrative Agent’s legal counsel.



4.9 Severability. Any provision of this Fourth Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Fourth Amendment and the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.



4.10 Applicable Law. This Fourth Amendment and all other Loan Documents executed
pursuant hereto shall be governed by and construed in accordance with the laws of the State of
Texas and the applicable laws of the United States of America



IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to be duly executed
by their respective authorized officers on the date and year first above written.




TRINITY INDUSTRIES, INC.




By: /s/ William A. McWhirter

William A. McWhirter, Senior Vice President and

Chief Financial Officer

JPMORGAN CHASE BANK, N.A., as a Lender, the Issuing




Bank, the Swingline Lender and as Administrative
Agent




By: /s/ Michael J. Lister

Michael J. Lister, Managing Director




1




THE ROYAL BANK OF SCOTLAND plc,






as a Lender and as a Syndication Agent




By: /s/ William McGinty

Name: William McGinty

Title: Senior Vice President




2




WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender and




as a Syndication Agent




By: /s/ Jennifer L. Norris

Name: Jennifer L. Norris

Title: Senior Vice President




3




BANK OF AMERICA, N.A., as a Lender






and as a Syndication Agent




By: /s/ Allison W. Connally

Name: Allison W. Connally

Title: Vice President




4




DRESDNER BANK AG, NEW YORK






AND GRAND CAYMAN BRANCHES,


as a Lender




By: /s/ Brian M. Smith

Name: Brian M. Smith

Title: Managing Director





By: /s/ Mark McGuigan

Name: Mark McGuigan

Title: Vice President




5




CREDIT SUISSE (FKA CREDIT SUISSE FIRST BOSTON),
CAYMAN ISLANDS BRANCH, as a Lender




By: /s/ Karl Studer

Name: Karl Studer

Title: Director





By: /s/ Alain Schmid

Name: Alain Schmid

Title: Assistant Vice President




6




AMEGY BANK NATIONAL ASSOCIATION,






as a Lender




By: /s/ Melinda Jackson

Name: Melinda Jackson

Title: Senior Vice President




7




LLOYDS TSB Bank, PLC, as a Lender




By: /s/ Deborah Carlson

Name: Deborah Carlson

Title: Director, Corporate Banking — NY





By: /s/ Mario Del Duca

Name: Mario Del Duca

Title: Assistant Director, Corporate Banking -





NY



8




BANK OF TEXAS, N.A., as a Lender




By: /s/ Bianca A. Gulberti

Name: Bianca A. Gulberti

Title: Vice President




9




Material Subsidiary Consent




Each of the undersigned Material Subsidiaries: (i) consent and agree to this Fourth Amendment
(including, without limitation, the terms of Sections 3 and 4.1); (ii) agree that the Loan
Documents to which it is a party shall remain in full force and effect and shall continue to be the
legal, valid and binding obligation of such Material Subsidiary enforceable against it in
accordance with their respective terms except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditor’s rights generally and (b) the
availability of equitable remedies may be limited by equitable principles of general application;
and (iii) agree that the obligations, indebtedness and liabilities of the Borrower arising under
the Credit Agreement as amended by the Fourth Amendment and arising under the Notes executed
pursuant hereto are “Obligations” as defined in each Subsidiary Guaranty.




TRANSIT MIX CONCRETE & MATERIALS COMPANY


TRINITY INDUSTRIES LEASING COMPANY


TRINITY MARINE PRODUCTS, INC.


TRINITY RAIL GROUP, LLC


TRINITY TANK CAR, INC.




	 	 	 	TRINITY PARTS AND COMPONENTS, LLC (formerly
Trinity Rail Components & Repair, Inc.)






	 	 	 	TRINITY NORTH AMERICAN FREIGHT CAR, INC.
(formerly Thrall Trinity Freight Car, Inc.)






By: /s/ William A. McWhirter

William A. McWhirter, Senior Vice President of

each Material Subsidiary



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SCHEDULE 2.01

TO

FOURTH AMENDMENT

TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




REVOLVING COMMITMENTS




	 	 	 	 	 
	Lender
	 	Revolving Commitments
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.
	 	$	80,000,000.00	
	 
	 	 	 	 
	The Royal Bank of Scotland plc
	 	$	70,000,000.00	
	 
	 	 	 	 
	Wachovia Bank, N.A.
	 	$	65,000,000.00	
	 
	 	 	 	 
	Bank of America, N.A.
	 	$	65,000,000.00	
	 
	 	 	 	 
	Lloyds TSB Bank plc
	 	$	40,000,000.00	
	 
	 	 	 	 
	Dresdner Bank AG, New York and Grand
Cayman Branches
	 	$	35,000,000.00	
	 
	 	 	 	 
	Credit Suisse (FKA Credit Suisse
First Boston) Cayman Islands Branch
	 	$	30,000,000.00	
	 
	 	 	 	 
	Amegy Bank National Association
	 	$	20,000,000.00	
	 
	 	 	 	 
	Bank of Texas
	 	$	20,000,000.00	
	 
	 	 	 	 
	TOTAL:
	 	$	425,000,000.00	 
	 
	 	 	 	 







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