exv10w18w2



 







EXHIBIT 10.18.2




FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This First Amendment to Second Amended and Restated Credit Agreement (this “First
Amendment”) is executed effective as of June ___, 2006 (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 a “Lender” and collectively the
“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 (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 Required 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 the Required Lender
hereby agree as follows:



     Section 1. Amendments. In reliance on the representations, warranties,
covenants and agreements contained in this First 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 Definition. Section 1.01 of the Credit Agreement is amended to add
thereto in alphabetical order the definition of “First Amendment” which shall read in full
as follows:




          “First Amendment” means that certain First Amendment to Second Amended and Restated
Credit Agreement dated as of June ___, 2006, among the Borrower, the Administrative Agent and the
Lenders.




          1.2 Amendment to Definition. The definition of “Loan Documents” set forth in
Section 1.01 of the Credit Agreement is amended to read in full as follows:




1









 








          “Loan Documents” means this Agreement, the First Amendment, the Notes, the Subsidiary
Guaranties, the Security Instruments, the Intercreditor Agreement, 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, the
Lender Indebtedness or the Collateral 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.




          1.3 Amendment to Payment Restrictions Provisions. Section 7.11 of the Credit
Agreement is amended to delete subsection (c) thereof in its entirety.




     Section 2. Conditions Precedent to Effectiveness of Amendment. This First
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;




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




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



     Section 3. Representations and Warranties of the Borrower. To induce the
Lenders and the Administrative Agent to enter into this First 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
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 First 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.




2









 








          3.3 Validity and Binding Effect. This First 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 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 First Amendment
shall bind and inure to the benefit of the parties hereto and their respective successors and
assigns.




          4.3 Counterparts. This First Amendment may be executed in counterparts, and all
parties need not execute the same counterpart; however, no party shall be bound by this First
Amendment until counterparts hereof have been executed by the Borrower and the Required Lenders.
Facsimiles shall be effective as originals.




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




     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by
their respective Authorized Officers as of the Effective Date.



[Signature Pages Follow]




3









 








SIGNATURE PAGE

TO

FIRST 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:	 	 	 	 
	 

	 	 	 	 	 
	 

	 	Name: 	 	 	 	 
	 

	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 





[SIGNATURE PAGES]




 









 








SIGNATURE PAGE

TO

FIRST 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:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





[SIGNATURE PAGES]




 









 








SIGNATURE PAGE

TO

FIRST 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




	 	 	 	 	 	 	 
	 	 	 ,	 	 
	 	 	as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





[SIGNATURE PAGES]