exv10w18w4



 





Exhibit 10.18.4




THIRD AMENDMENT TO




SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This Third Amendment to Second Amended and Restated Credit Agreement (this “Third
Amendment”) is executed effective as of June 22, 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:




     WHEREAS, the Borrower, the Administrative Agent, the Syndication Agents, the Documentation
Agent and the Lenders are parties to that certain Second Amended and Restated Credit Agreement
dated as of April 20, 2005 as amended by that certain (i) First Amendment to Second Amended and
Restated Credit Agreement dated as of June 9, 2006 and (ii) Second Amendment to Second Amended and
Restated Credit Agreement dated as of June 21, 2006 (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); and



     WHEREAS, pursuant to the Credit Agreement, the Lenders have made Loans to the Borrower; and



     WHEREAS, the Borrower has requested that the Lenders amend certain terms of the Credit
Agreement in certain respects; and



     WHEREAS, 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 Third 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 definitions of “Senior Leverage Ratio,” “Subordinated
Debt,” “Subordinated Debt Documents,” “Third Amendment” and “Total Senior
Debt” which shall read in full as follows:




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          “Senior Leverage Ratio” means for any day, the ratio of (a) Total Senior Debt of the
Borrower and its Subsidiaries on a consolidated basis as of the date of determination to (b) EBITDA
for the Rolling Period ending on the most recent Quarterly Date as of the date of determination,
excluding EBITDA derived from the assets pledged to (i) the TILC Conduit Indebtedness and (ii) the
ETC Indebtedness, calculated on a pro forma basis. For purposes of calculating the Senior Leverage
Ratio for any period, and provided no Revolving Loans are then outstanding, the Borrower shall be
permitted to net any unrestricted cash then available as provided and set forth in the Borrower’s
consolidated balance sheet for such period against Total Senior Debt of the Borrower then
outstanding.




          “Subordinated Debt” means all Indebtedness of the Borrower or any of its Subsidiaries
that is permitted hereunder and is contractually subordinated to the Lender Indebtedness on terms
and conditions reasonably satisfactory to the Administrative Agent.




          “Subordinated Debt Documents” means all agreements, documents or instruments executed
and delivered by the Borrower or any of its Subsidiaries in connection with, or pursuant to, the
issuance or incurrence of Subordinated Debt.




          “Third Amendment” means that certain Third Amendment to Second Amended and Restated
Credit Agreement dated as of June 22, 2007, among the Borrower, the Administrative Agent and the
Executing Lenders defined therein.




          “Total Senior Debt” means, as of any date and for any period, Total Debt of the
Borrower and its Subsidiaries for such period, excluding Subordinated Debt as of such date and for
such period.




          1.2 Amendments to Definitions. The definitions of “Loan Documents,”
“Permitted Acquisition,” “Permitted Investments” and “Restricted Payment”
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, 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.




          “Permitted Acquisition” means (a) in the event that after giving effect to any
acquisition, the Leverage Ratio (as calculated pursuant to clause (b) of the definition thereof),
on a pro forma basis, is less than 2.75 to 1.00, any acquisition by the Borrower or its Material
Subsidiaries of the voting securities or other equity interests, or all or any portion of the
assets of any Person, but only so long as no Default shall have occurred and be continuing at the
time of (or would result from) such acquisition, or (b) in the event that after giving effect to
any acquisition, the Leverage Ratio (as calculated pursuant to clause (b) of the definition
thereof), on




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a pro forma basis, is equal to or greater than 2.75 to 1.00, any acquisition by the Borrower
or its Material Subsidiaries of the voting securities or other equity interests, or all or
substantially all of the assets, of any Person (or any division or product line of such Person),
but only so long as (i) no Default shall have occurred and be continuing at the time of (or would
result from) such acquisition and (ii) the cash Dollar Amount for all such acquisitions permitted
under this clause (b) does not exceed in the aggregate, during any Fiscal Year of the Borrower,
$100,000,000.




          “Permitted Investments” means:





     (a) obligations issued or directly and fully guaranteed or insured by the government of
the United States of America (or by any agency or instrumentality thereof), in each case
maturing within one year from the date of acquisition thereof;




     (b) investments in commercial paper maturing within 270 days from the date of
acquisition thereof and having, at such date of acquisition, the highest credit rating
obtainable from S&P or from Moody’s;




     (c) investments in certificates of deposit, banker’s acceptances and time deposits
maturing within 180 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or any State
thereof which has a combined capital and surplus and undivided profits of not less than
$500,000,000;




     (d) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above;




     (e) money market funds that (i) comply with the criteria set forth in Securities and
Exchange Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA
by S&P and Aaa by Moody’s, and (iii) have portfolio assets of at least $5,000,000,000;




     (f) money market funds of a Lender and/or its affiliates;




     (g) investments in auction rate securities with a rating of AAA or higher and a maximum
maturity of one year, for which the reset date will be used to determine the maturity date;
and




     (h) investments (in addition to those contemplated by clauses (a), (b),
(c), (d), (e), (f) and (g) of this definition, but
expressly excluding any repurchase of the stock or other securities of the Borrower)
measured at cost on a cumulative basis from and after the date of this Agreement (i) in the
event that after giving effect to any investment, the Leverage Ratio (as calculated pursuant
to clause (b) of the definition thereof), on a pro forma basis, is less than 2.75 to 1.00,
any investment, but only so long as no Default shall have occurred and be continuing at the
time of (or would result from) such investment, or (ii) in the event that after giving
effect to any investment, the Leverage Ratio (as calculated pursuant to clause (b) of the
definition thereof), on a pro forma basis, is equal



3









 






to or greater than 2.75 to 1.00, investments not exceeding, at any time, the greater of
(A) $50,000,000 or (B) 2.5% of the Borrower’s consolidated current assets as determined in
accordance with GAAP.



          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property (other than the capital stock of the Borrower and each Subsidiary))
with respect to any shares of any class of capital stock of the Borrower or any Subsidiary, or any
payment (whether in cash, securities or other property (other than the capital stock of the
Borrower and each Subsidiary)), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of any such shares of
capital stock of the Borrower or any option, warrant or other right to acquire any such shares of
capital stock of the Borrower.




          1.3 Amendment to Indebtedness Covenant. Section 7.01 of the Credit Agreement is
amended to add a new clause (l) thereto to read in full as follows:





  “(1) Indebtedness existing in connection with Hedging Agreements, provided such Hedging
Agreements are in compliance with Section 7.05.”



          1.4 Amendment to Investments Covenant. Section 7.04 of the Credit Agreement is
amended to read in full as follows:





     “SECTION 7.04 Investments, Loans, Advances, Guarantees and Acquisitions. The
Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a wholly owned Subsidiary
prior to such merger) any capital stock, evidences of indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing) of, make or
permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to
exist any investment or any other interest in, any other Person (other than securities
exercisable or convertible into, or exchangeable for, the capital stock of the Borrower and
each Subsidiary), or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person constituting a business unit, except:




     (a) Permitted Investments;




     (b) investments by the Borrower in the capital stock of its Subsidiaries, and
investments by such Subsidiaries in the capital stock of their respective subsidiaries;




     (c) loans or advances made by the Borrower to any Subsidiary and made by any Subsidiary
to the Borrower or any other Subsidiary;




     (d) Guarantees constituting Indebtedness permitted by Section 7.01;




     (e) Permitted Acquisitions; and




     (f) Hedging Agreements permitted by Section 7.05.”



4









 





          1.5 Amendment to Restricted Payments Covenant. Section 7.06 of the Credit Agreement
is amended to read in full as follows:





     “SECTION 7.06 Restricted Payments. The Borrower will not, and
will not permit any of its Subsidiaries to, declare or make, or agree to pay
or make, directly or indirectly, any Restricted Payment, except (a) the
Borrower may declare and pay dividends with respect to its capital stock
payable solely in additional shares of its common stock, (b) Subsidiaries
may declare and pay dividends ratably with respect to their capital stock,
(c) the Borrower may make Restricted Payments pursuant to and in accordance
with stock option plans or other benefit plans for management or employees
of the Borrower and its Subsidiaries, including, without limitation,
pursuant to any severance packages for management or employees of the
Borrower and its Subsidiaries and approved by the Board of Directors of the
Borrower, (d) provided that after giving effect to any payment, the Leverage
Ratio (as calculated pursuant to clause (b) of the definition thereof), on a
pro forma basis, is (i) less than 2.75 to 1.00, the Borrower may declare and
pay dividends, but only so long as no Default shall have occurred and be
continuing at the time of (or would result from) such payment, and (ii)
equal to or greater than 2.75 to 1.00, the Borrower may, for each Fiscal
Year, declare and pay dividends in an aggregate amount equal to the greater
of (A) $30,000,000, or (B) 50% of the Borrower’s consolidated net income
(determined in accordance with GAAP) for such Fiscal Year, but only so long
as no Default shall have occurred and be continuing at the time of (or would
result from) such payment, (e) the Borrower and each Subsidiary may
purchase, redeem or otherwise acquire its capital stock or other Equity of
such Person with the proceeds received from the substantially concurrent
issuance of capital stock or other Equity of such Person, and (f) provided
that after giving effect to any Restricted Payment, the Leverage Ratio (as
calculated pursuant to clause (b) of the definition thereof), on a pro forma
basis, is (i) less than 2.75 to 1.00, the Borrower may make Restricted
Payments, but only so long as no Default shall have occurred and be
continuing at the time of (or would result from) such Restricted Payment,
and (ii) equal to or greater than 2.75 to 1.00, the Borrower may make
Restricted Payments, but only so long as (A) no Default shall have occurred
and be continuing at the time of (or would result from) such Restricted
Payment, and (B) the cash Dollar Amount of all such Restricted Payments
permitted under this clause (ii) does not exceed in the aggregate, during
any Fiscal Year of the Borrower, $25,000,000.”



          1.6 Amendments to Financial Covenants. Section 7.09 of the Credit Agreement is
amended as follows:





(a) Section 7.09(b) of the Credit Agreement is amended to read in full as follows:



5









 






     “(b) The Borrower will not permit the Leverage Ratio to be greater than
3.75 to 1.00 at any time.”




     (b) Section 7.09 of the Credit Agreement is further amended to add a new clause (e)
thereto to read in full as follows:




     “(e) The Borrower will not permit the Senior Leverage Ratio to be
greater than 2.75 to 1.00 at any time.”



          1.7 Amendment to Modification of Debt Documents Covenant. Section 7.11 of the Credit
Agreement is amended to read in full as follows:





     “SECTION 7.11 Modifications to Debt Documents; Payment
Restrictions. The Borrower will not, and will not permit any of its
Subsidiaries to,




     (a) amend, modify, or waive any covenant contained in any of the Senior
Unsecured Debt Documents or Subordinated Debt Documents if the effect of
such amendment, modification, or waiver would be to make the terms of any
such Senior Unsecured Debt Document or Subordinated Debt Document materially
more onerous to the Borrower or any of its Subsidiaries; or




     (b) amend, modify, or waive any provision of the Senior Unsecured Debt
Documents or Subordinated Debt Documents if the effect of such amendment,
modification or waiver (i) subjects the Borrower or any of its Subsidiaries
to any additional material obligation, (ii) increases the principal of or
rate of interest on any Senior Unsecured Note or Subordinated Debt, (iii)
accelerates the date fixed for any payment of principal or interest on any
Senior Unsecured Note or Subordinated Debt, or (iv) would change the
percentage of holders of such Senior Unsecured Notes or Subordinated Debt
required for any such amendment, modification, or waiver from the percentage
required on the Effective Date.”



     Section 2. Effectiveness of Amendment. This Third 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 and the Required Lenders, and each of the following conditions
to the effectiveness hereof have been satisfied:




       (a) 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;



6









 






     (b) after giving effect to this Third Amendment, no Default or Event of
Default shall exist;




     (c) all proceedings taken in connection with the transactions
contemplated by this Third Amendment and all documentation and other legal
matters incident thereto shall be satisfactory to the Administrative Agent
and its counsel; and




     (d) upon execution of this Third Amendment by the Required Lenders, the
Borrower shall have paid to the Administrative Agent, for the benefit of the
Executing Lenders, a fee in the amount of $5,000 for each Executing Lender.



     Section 3. Representations and Warranties of the Borrower. To induce the
Executing Lenders and the Administrative Agent to enter into this Third Amendment, the Borrower
hereby represents and warrants to the Administrative Agent and the Lenders as follows:



          3.1 Reaffirmation of Representations and Warranties. Each representation and warranty
of the Borrower 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.




          3.2 Due Authorization, No Conflicts. The execution, delivery and performance by the
Borrower of this Third Amendment are within the Borrower’s corporate powers, have been duly
authorized by 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 its
Subsidiaries, or result in the creation or imposition of any Lien upon any of the assets of the
Borrower or its Subsidiaries except for Permitted Encumbrances.




          3.3 Validity and Binding Effect. This Third Amendment constitutes 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.




          3.4 No Defenses. The Borrower has no defenses to payment, counterclaim or rights of
set-off with respect to the indebtedness, obligations and liabilities of the Borrower under the
Loan Documents existing on the date hereof.




          3.5 Absence of Defaults. After giving effect to the amendments set forth in
Section 1 hereof, neither a Default nor an Event of Default has occurred which is
continuing.




     Section 4. Miscellaneous.



          4.1 Reaffirmation of Loan Documents. Any and all of the terms and provisions of the
Credit Agreement and the other Loan Documents shall, except as amended and

7









 








modified hereby, remain in full force and effect. The Borrower hereby agrees that the
amendments and modifications herein contained shall in no manner adversely affect or impair the
indebtedness, obligations and liabilities of the Borrower under the Loan Documents.




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




          4.3 Counterparts. This Third Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this Third
Amendment until counterparts hereof have been executed by the Borrower and the Required Lenders.
Facsimiles or other electronic communications (e.g., pdf) shall be effective as originals.




          4.4 Complete Agreement. THIS THIRD 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 Third Amendment
are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Third Amendment, nor affect the meaning thereof.




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


[Signature Pages Follow]




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SIGNATURE PAGE

TO

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

BY AND AMONG

TRINITY INDUSTRIES, INC.

JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS




	 	 	 	 	 	 	 
	 	 	TRINITY INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James E. Perry	 	 
	 

	 	Name:
	 	James E. Perry 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President and Treasurer	 	 
	 

	 	 	 	 	 	 




[Signature Page] 


 









 









SIGNATURE PAGE

TO

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

BY AND AMONG

TRINITY INDUSTRIES, INC.

JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS




	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., individually and as
Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Brian McDougal	 	 
	 

	 	Name:
	 	Brian McDougal 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 




[Signature Page]




 









 








SIGNATURE PAGE




TO

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

BY AND AMONG

TRINITY INDUSTRIES, INC.

JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS




	 	 	 	 	 	 	 
	 	 	Amegy
Bank National Association 	,	 
	 	 	 		 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Melinda N. Jackson	 	 
	 

	 	Name:
	 	Melinda N. Jackson 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 




[Signature Page]





 










 








SIGNATURE PAGE

TO

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

BY AND AMONG

TRINITY INDUSTRIES, INC.

JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS




	 	 	 	 	 	 	 
	 	 	Bank of America,
N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Allison W. Connally	 	 
	 

	 	Name:
	 	Allison W. Connally 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 




[Signature Page] 


 









 








SIGNATURE PAGE

TO

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

BY AND AMONG

TRINITY INDUSTRIES, INC.

JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS




	 	 	 	 	 	 	 
	 	 	DRESDNER BANK AG,
ACTING

THROUGH ITS LENDING OFFICE

DRESDNER BANK AG, NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Brian Smith	 	 
	 

	 	Name:
	 	Brian Smith 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Managing Director	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mark McGuigan	 	 
	 

	 	Name:
	 	Mark McGuigan 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 




[Signature Page] 


 









 








SIGNATURE PAGE

TO

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

BY AND AMONG

TRINITY INDUSTRIES, INC.

JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS




	 	 	 	 	 	 	 
	 	 	Wachovia Bank,
National Association,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ James Travagline	 	 
	 

	 	Name:
	 	James
Travagline 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 




[Signature Page] 


 









 








SIGNATURE PAGE

TO

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

BY AND AMONG

TRINITY INDUSTRIES, INC.

JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS




	 	 	 	 	 	 	 
	 	 	Bank of Texas,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bianca A. Gulberti	 	 
	 

	 	Name:
	 	Bianca A. Gulberti 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Vice President	 	 
	 

	 	 	 	 	 	 




[Signature Page] 


 









 








SIGNATURE PAGE

TO

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

BY AND AMONG

TRINITY INDUSTRIES, INC.

JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS




	 	 	 	 	 	 	 
	 	 	The Royal Bank of
Scotland plc,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ William McGinty	 	 
	 

	 	Name:
	 	William McGinty 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 




[Signature Page] 


 









 








SIGNATURE PAGE

TO

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

BY AND AMONG

TRINITY INDUSTRIES, INC.

JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS




	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE,
CAYMAN ISLANDS	 	 
	 	 	BRANCH, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Karl Studer	 	 
	 

	 	Name:
	 	Karl Studer 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Director	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Petra Jaek	 	 
	 

	 	Name:
	 	Petra
Jaek 

	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Assistant Vice President	 	 
	 

	 	 	 	 	 	 




[Signature Page] 


 









 








SIGNATURE PAGE

TO

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

BY AND AMONG

TRINITY INDUSTRIES, INC.

JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

AND THE FINANCIAL INSTITUTIONS PARTIES THERETO AS LENDERS




	 	 	 	 	 	 	 
	 	 	Lloyds TSB Bank plc	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Mario Del Duce	 	 
	 

	 	Name:
	 	Mario Del Duce 

	 	 
	 

	 	 	 	 	 	 
	 
	 	Title:	 	Associate Director	 	 
	 
	 	 	 	Corporate Banking USA D029	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Windsor R. Davies	 	 
	 

	 	Name:
	 	Windsor R. Davies 

	 	 
	 

	 	 	 	 	 	 
	 
	 	Title:	 	Managing Director	 	 
	 
	 	 	 	Corporate Banking USA D061	 	 
	 

	 	 	 	 	 	 




[Signature Page]