exv10w18w3



 







EXHIBIT 10.18.3




SECOND AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This Second Amendment to Second Amended and Restated Credit Agreement (this “Second
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 (as amended by that certain First Amendment to Second Amended and
Restated Credit Agreement dated as of June 9, 2006, 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 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 Lender hereby
agree as follows:



     Section 1. Amendments. In reliance on the representations, warranties,
covenants and agreements contained in this Second 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 “Reinvestment Notice,” “Reinvestment
Period” and “Second Amendment” which shall read in full as follows:



     “Reinvestment Notice” means a written notice executed by an Authorized Officer of the
Borrower stating that no Default has occurred and is continuing and that the Borrower intends to
use all or specified portion of the Net Cash Proceeds of an Asset Disposition on or prior to the
end of the Reinvestment Period applicable to such Asset Disposition to acquire assets or for other
purposes useful in the Borrower’s business as described in Section 3.16 hereof.




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          “Reinvestment Period” means, with respect to any Asset Disposition, the period ending
180 days after such Asset Disposition; provided, that, in the event the Borrower has
entered into a definitive contract or agreement to acquire assets or for other purposes useful in
the Borrower’s business utilizing all or a portion of the Net Cash Proceeds received from any such
Asset Disposition, then the Reinvestment Period shall be extended until the terms of such contract
or agreement are consummated, but in no event shall such Reinvestment Period be longer than 270
days.




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




          1.2 Amendments to Definitions. The definitions of “Agents,” “Applicable
Rate,” “EBITDA,” “Fed Funds,” “Interest Period,” “JPMorgan,”
“Loan Documents,” “Permitted Acquisition,” “Permitted Investments” and
“Revolving Commitment Termination Date” set forth in Section 1.01 of the Credit Agreement
are amended to read in full as follows:




          “Agents” means each of the Administrative Agent, each Syndication Agent and the
Documentation Agent.




          “Applicable Rate” means, for any day, with respect to any Fixed Rate Loan or ABR Loan,
or with respect to the commitment fees payable hereunder, the applicable rate per annum set forth
below under the caption “Fixed Rate Spread,” “ABR Spread” or “Commitment Fee Rate” as the case may
be, based upon the Leverage Ratio for the Rolling Period ending on the most recent Quarterly Date
with respect to which the Administrative Agent shall have received the financial statements and
other information (the “Current Information”) required to be delivered to the
Administrative Agent pursuant to Section 6.01(a) or Section 6.01(b) and the
compliance certificate required to be delivered pursuant to Section 6.01(c) in respect of
such financial statements:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Fixed	 	ABR	 	Commitment
	Leverage Ratio	 	Rate Spread	 	Spread	 	Fee Rate
	 Less than 1.00 to 1.00
	 	 	0.750	%	 	 	0.000	%	 	 	0.150	%
	Greater than or equal to 1.00 to 1.00
but less than 1.75 to 1.00
	 	 	0.875	%	 	 	0.000	%	 	 	0.175	%
	Greater than or equal to 1.75 to 1.00
but less than 2.50 to 1.00
	 	 	1.000	%	 	 	0.000	%	 	 	0.200	%
	Greater than or equal to 2.50 to 1.00
	 	 	1.250	%	 	 	0.250	%	 	 	0.250	%






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          Each change in the Applicable Rate based on a change in the Current Information shall
become effective on the date on which Current Information is delivered to the Lenders pursuant to
Section 6.01 (but in any event not later than the 45th day after the end of each of the
first three quarterly periods of each Fiscal Year or the 90th day after the end of each Fiscal
Year, as the case may be) and shall remain in effect until the next change to be effected pursuant
to this paragraph. If any Current Information is not delivered within the time periods specified
in Section 6.01, then, until such Current Information is delivered, the Leverage Ratio as
of the end of the Rolling Period that would have been covered thereby shall, for the purposes of
this definition, be deemed to be greater than or equal to 2.50 to 1.00.




          “EBITDA” means, as to any Person for any period, without duplication, the amount equal
to the following calculated for such Person and its consolidated subsidiaries on a consolidated
basis: net income determined in accordance with GAAP, plus to the extent deducted from net
income, the sum of (a) Interest Expense, depreciation, amortization, income and franchise tax
expenses, plus (b) one-time cash charges in an aggregate amount not to exceed an amount
agreed to by the Lenders based upon existing facts and circumstances, plus (c) non-cash
expenses associated with the issuance of employee stock options, minus (d) cash payments
for such period that relate to prior period non-cash expenses previously added back pursuant to
clause (c) above; provided that non-recurring, non-cash gains or losses and/or
extraordinary gains or losses for any such period, including, but not limited to, gains or losses
on the disposition of assets (other than in connection with the sale of assets from the lease fleet
in the ordinary course of business) shall not be included in EBITDA. EBITDA will be adjusted on a
pro forma basis (determined in accordance with GAAP) to give effect during applicable historical
periods to Permitted Acquisitions as if any such Permitted Acquisition had been made at the
beginning of the applicable period.




          “Fed Funds” when used in reference to any (i) Swingline Dollar Loan or (ii) other Loan
or Borrowing which is converted in accordance with the terms of this Agreement to a Swingline
Dollar Loan or Swingline Dollar Borrowing, refers to whether such Swingline Dollar Loan or other
converted Loan, or the Swingline Dollar Loans or the other converted Loans comprising such
Borrowing, are bearing interest at a rate determined by reference to the Federal Funds Effective
Rate.




          “Interest Period” means (a) with respect to any Fixed Rate Borrowing, the period
commencing on the date of such Borrowing and ending (i) seven days thereafter, or (ii) on the
numerically corresponding day in the calendar month that is one, two, three or six months
thereafter, in each case as the Borrower may elect, and (b) with respect to any Competitive
Specified Rate Borrowing, the period (which shall not be less than seven days or more than 180
days) commencing on the date of such Borrowing and ending on the date specified in the applicable
Competitive Bid Request; provided, that (i) if any Interest Period would end on a
day other than a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Fixed Rate Borrowing only, such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period (other than a seven day Interest Period)
pertaining to a Fixed Rate Borrowing that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing
initially shall be the date on




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which such Borrowing is made and thereafter shall be the effective
date of the most recent conversion or continuation of such Borrowing.




          “JPMorgan” means JPMorgan Chase Bank, N.A., in its individual capacity or as an
Issuing Bank, as the case may be, and not as Administrative Agent.




          “Loan Documents” means this Agreement, 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 2.25 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 a pro forma basis, is equal to or greater than 2.25 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 such acquisitions 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;



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     (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 not
exceeding, at any time, the greater of (i) $50,000,000, or (ii) 2.5% of the Borrower’s
consolidated current assets as determined in accordance with GAAP.



          “Revolving Commitment Termination Date” means the earliest of: (a) April 20, 2011; (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 Deletion of Definitions. Section1.01 of the Credit Agreement is amended to delete
therefrom the following definitions: “Bailee’s Letter,” “Certificate of Leverage Ratio
Adjustment,” “Collateral,” “Collateral Agent,” “Excluded Collateral,”
“Index Debt Ratings,” “Intercreditor Agreement,” “Security Agreement,”
“Security Instruments,” “Security Threshold Rating Level,” “Trigger Event”
and “UCC”.




          1.4 Amendment to Borrowing Amounts. Section 2.02(c) of the Credit Agreement is
amended to read in full as follows:





     “(c) At the commencement of each Interest Period for any Fixed Rate
Revolving Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of $1,000,000 and not less than $5,000,000. At the
time that each ABR Revolving Borrowing is made, such Borrowing shall be in
an aggregate amount that is an integral multiple of $1,000,000 and not less
than $5,000,000; provided that an ABR Revolving Borrowing
may be in an aggregate amount that is equal to the entire unused balance of
the Aggregate Revolving Commitment or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section
2.06(e). Subject to Section 2.04(d), each Competitive Borrowing
shall be in an aggregate amount that is an integral



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multiple of $1,000,000 and not less than $5,000,000. Borrowings of
more than one Type and Class may be outstanding at the same time;
provided that there shall not at any time be more than a
total of fifteen Fixed Rate Borrowings outstanding under both the Revolving
Loans and the Swingline Loans.”



          1.5 Amendment to Borrowing Request Provisions. Section 2.03(b) of the Credit
Agreement is amended to delete the reference to “10:00 a.m.” contained therein, and insert in lieu
thereof “11:00 a.m.”.




          1.6 Amendment to Swingline Provisions. Section 2.05 of the Credit Agreement is
amended to read in full as follows:





     “SECTION 2.05 Swingline Loans.




     (a) Subject to the terms and conditions set forth herein, the Swingline
Lender agrees to make advances in such Available Currency as the Borrower
may request (each such advance, herein a “Swingline Loan”) to the
Borrower from time to time during the Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate Dollar Amount of outstanding Swingline Loans exceeding
$80,000,000; (ii) the aggregate Dollar Amount of outstanding Swingline
Dollar Loans exceeding $30,000,000; (iii) the aggregate Dollar Amount of
outstanding Foreign Currency Loans exceeding $50,000,000; (iv) the aggregate
Dollar Amount of outstanding Euro Loans exceeding $50,000,000; (v) the
aggregate Dollar Amount of outstanding Swiss Franc Loans exceeding
$25,000,000; (vi) the aggregate Dollar Amount of outstanding Czech Koruna
Loans exceeding $25,000,000; (vii) the aggregate Dollar Amount of
outstanding Mexican Peso Loans exceeding $25,000,000; (viii) the aggregate
Dollar Amount of outstanding English Pounds Sterling Loans exceeding
$50,000,000; or (ix) the sum of the total Revolving Credit Exposures plus
the aggregate principal amount of outstanding Competitive Loans exceeding
the total Revolving Commitments. Within the foregoing limits and subject to
the terms and conditions set forth herein, the Borrower may borrow, prepay
and reborrow Swingline Loans.




     (b) To request a Swingline Loan, the Borrower shall notify the
Swingline Lender (with a copy to the Administrative Agent) of such request
by telephone (confirmed by telecopy) (i) in the case of Swingline Dollar
Borrowings, not later than 11:00 a.m., Dallas, Texas time, on the date of
the proposed Borrowing, and (ii) in the case of Foreign Currency Borrowings,
not later than 2:00 p.m., Dallas, Texas time, three Business Days before
such Foreign Currency Borrowing. Each such telephonic Borrowing Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a
form approved by the Administrative Agent and signed by the Borrower. Each
such telephonic and written Borrowing



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Request shall specify the following information in compliance with
Section 2.02:




     (A) the aggregate amount of such Borrowing;




     (B) the date of such Borrowing, which shall be a Business Day;




     (C) the initial Interest Period to be applicable thereto, which shall
be a period contemplated by the definition of the term “Interest
Period;”




     (D) the Available Currency in which such Borrowing is to be
denominated; and




     (E) the location and number of the Borrower’s account to which funds
are to be disbursed, which shall comply with the requirements of Section
2.07.




     If no Interest Period is specified with respect to any requested Fixed
Rate Swingline Borrowing, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration. Each such notice shall be
irrevocable. The Swingline Lender shall make each Swingline Loan available
to the Borrower by means of a credit to the general deposit account of the
Borrower with the Swingline Lender or by wire transfer, automated clearing
house debit or interbank transfer to such other account, accounts or Persons
as may be designated from time to time by the Borrower (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.06(e), by remittance to the applicable Issuing
Bank) by 2:00 p.m., Dallas, Texas time, on the requested date of such
Swingline Loan.




     (c) Subject to Section 2.15, each Swingline Borrowing shall be
comprised entirely of Fixed Rate Loans (other than Swingline Dollar Loans
which shall be Fed Funds Loans) denominated in either Dollars, Euros, Swiss
Francs, Czech Korunas, Mexican Pesos or English Pounds Sterling as the
Borrower may request in accordance herewith. The Swingline Lender at its
option may make any Swingline Loan by causing any domestic or foreign branch
or Affiliate of such Swingline Lender to make such Loan; provided
that any exercise of such option shall not affect the obligation of
the Borrower to repay such Loan in accordance with the terms of this
Agreement.




     (d) At the time that each Swingline Borrowing is made, such Borrowing
shall be in aggregate amount that is not less than $500,000. Borrowings of
more than one Class may be outstanding at the same time; provided
that there shall not at any time be more than a total of fifteen
Fixed Rate Borrowings outstanding under both the Revolving Loans and the
Swingline Loans.



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     (e) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end
after the Revolving Commitment Termination Date.




     (f) The Swingline Lender may by written notice given to the
Administrative Agent not later than 12:00 noon, Dallas, Texas time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate Dollar Amount of Swingline Loans in which
Revolving Lenders will participate. Promptly upon receipt of such notice,
the Administrative Agent will give notice thereof to each Revolving Lender,
specifying in such notice such Revolving Lender’s Revolving Credit
Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided
above, to pay to the Administrative Agent in Dollars, for the account of the
Swingline Lender, the Dollar Amount of such Revolving Lender’s Revolving
Credit Percentage of such Swingline Loan or Loans. Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations in
Swingline Loans pursuant to this Section 2.05(f) is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Revolving Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.
Each Revolving Lender shall comply with its obligation under this
Section 2.05(f) by wire transfer of Dollars in immediately available
funds, in the same manner as provided in Section 2.07 with respect
to Loans made by such Revolving Lender (and Section 2.07 shall
apply, mutatis mutandis, to the payment obligations of the
Lenders), and the Administrative Agent shall promptly pay to the Swingline
Lender the amounts so received by it from the Revolving Lenders. Upon the
funding of a participation under this Section 2.05(f) in any Foreign
Currency Loan, the portion of such Loans so funded shall be converted to
Dollar Swingline Loans accruing interest as Fed Funds Loans but JPMorgan’s
Revolving Credit Percentage of such Loans shall remain as an applicable
Foreign Currency Loan. The Administrative Agent shall notify the Borrower
of any participations in any Swingline Loan acquired pursuant to this
Section 2.05(f), and thereafter payments in respect of such
Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the
Borrower (or other party on behalf of the Borrower) in respect of a
Swingline Loan after receipt by the Swingline Lender of the proceeds of a
sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Revolving
Lenders that shall have made their payments pursuant to this Section
2.05(f) and to the Swingline Lender, as their interests may appear;



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provided, that, any such payment so remitted shall be
repaid to the Swingline Lender or to the Administrative Agent, as
applicable, if and to the extent such payment is required to be refunded to
the Borrower for any reason. The purchase of participations in a Swingline
Loan pursuant to this Section 2.05(f) shall not relieve the Borrower
of any default in the payment thereof.




     (g) The Swingline Lender may request that any Swingline Loan made
hereunder be evidenced by a promissory note. In such event, the Borrower
shall prepare, execute and deliver to the Swingline Lender a promissory note
payable to the order of the Swingline Lender and in a form approved by the
Administrative Agent and the Swingline Lender.”



          1.7 Amendment to Interest Election Provisions. The proviso contained in the first
sentence of Section 2.08(a) of the Credit Agreement is amended to read in full as follows:





     “provided, that, the Available Currency applicable to
all Fixed Rate Revolving Borrowings shall only be Dollars.”



          1.8 Amendment to Application of Proceeds Provision. Section 2.10(b) of the Credit
Agreement is amended to read in full as follows:





     “(b) In the event the Borrower shall receive Net Cash Proceeds from any
Asset Disposition or any Debt Offering, an amount equal to seventy-five
percent (75%) of such Net Cash Proceeds shall be applied on such date to the
reduction of the Revolving Commitments as set forth in Section
2.12(e); provided, that, in the event the Borrower shall
have provided the Administrative Agent with a Reinvestment Notice prior to
the consummation of any Asset Disposition, then, on the first Business Day
following the end of the Reinvestment Period applicable thereto, such Net
Cash Proceeds that have not been applied during such Reinvestment Period to
acquire assets or for other purposes useful in the Borrower’s business (as
described in Section 3.16 hereof) shall be applied on such date to
the reduction of the Revolving Commitments as set forth in Section
2.12(e).”



          1.9 Amendment to Repayment Provisions. Section 2.11(a)(iii) of the Credit Agreement
is amended to read in full as follows:





     “(iii) to the Swingline Lender, the unpaid amount of each Swingline
Loan on the Revolving Commitment Termination Date.”



          1.10 Amendment to Prepayment Provisions. Section 2.12 of the Credit Agreement is
amended to read in full as follows:





     “SECTION 2.12 Prepayment of Loans; Application of Prepayments.



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     (a) The Borrower shall have the right at any time and from time to time
to prepay any Borrowing in whole or in part; provided that (i) each
prepayment pursuant to this Section 2.12(a) shall be in an amount
that is an integral multiple of $1,000,000 and not less than $5,000,000,
(ii) each prepayment pursuant to this Section 2.12(a) shall be
subject to prior notice in accordance with paragraph (d) of this Section
2.12, (iii) the Borrower shall pay any and all costs and expenses due to
the Lenders pursuant to Section 2.17 at the time of such prepayment,
and (iv) the Borrower shall not have the right to prepay any Competitive
Loan without the prior consent of the Lender thereof.




     (b) The Borrower shall, from time to time, upon demand of the
Administrative Agent, prepay the Revolving Loans in such amounts as shall be
necessary so that at all times the sum of the Dollar Amount of the Aggregate
Revolving Credit Exposure plus the aggregate principal amount of outstanding
Competitive Loans is equal to or less than the Aggregate Revolving
Commitment. In addition, if, and in any event that, (i) the Swingline Loans
exceed a Dollar Amount of $80,000,000, (ii) the Swingline Dollar Loans
exceed a Dollar Amount of $30,000,000, (iii) the Foreign Currency Loans
exceed a Dollar Amount of $50,000,000, (iv) the Euro Loans exceed a Dollar
Amount of $50,000,000, (v) the Swiss Franc Loans exceed a Dollar Amount of
$25,000,000, (vi) the Czech Koruna Loans exceed a Dollar Amount of
$25,000,000, (vii) the Mexican Peso Loans exceed a Dollar Amount of
$25,000,000, or (viii) the English Pounds Sterling Loans exceed a Dollar
Amount of $50,000,000, the Borrower shall promptly repay to the
Administrative Agent (or, if no such Borrowings are outstanding, deposit
cash collateral in an account with the Administrative Agent pursuant to
Section 2.06(j)) in each case an amount equal to the applicable
excess.




     (c) At any time the Borrower becomes obligated to prepay all or part of
the Senior Unsecured Notes, the Borrower shall, prior to any prepayment of
the Senior Unsecured Notes, prepay the Loans and reduce the Commitments in
full.




     (d) The Borrower shall notify the Administrative Agent (and, in the
case of a prepayment of a Swingline Loan, the Swingline Lender) by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Fixed Rate Borrowing, not later than 11:00 a.m., Dallas,
Texas time, three Business Days before the date of prepayment, and (ii) in
the case of prepayment of an ABR Borrowing, not later than 11:00 a.m.,
Dallas, Texas time, one Business Day before the date of prepayment. Each
such notice shall be irrevocable and shall specify the prepayment date and
the principal amount of each Borrowing or portion thereof to be prepaid
(which amount shall be in a minimum principal amount of $5,000,000 and in
$1,000,000 increments in excess thereof, provided that Swingline Loans may
be prepaid in any amount); provided that, if a notice of prepayment is given
in connection with a



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conditional notice of termination of the Revolving Commitments as
contemplated by Section 2.10(d), then such notice of prepayment may
be revoked if such notice of termination is revoked in accordance with
Section 2.10(d). Promptly following receipt of any such notice
relating to a Borrowing (other than a notice relating solely to Swingline
Loans), the Administrative Agent shall advise the Lenders of the contents
thereof. Each prepayment of a Borrowing shall be applied ratably to the
Loans included in the prepaid Borrowing. Prepayments shall be accompanied
by accrued interest to the extent required by Section 2.14.




     (e) Amounts to be applied in connection with Revolving Commitment
reductions made pursuant to Section 2.10(b) shall be applied to
reduce permanently the Revolving Commitments, any such reduction to be
applied proportionately to the Revolving Commitment of each Lender. Any
such reduction of the Revolving Commitment shall be accompanied by a
prepayment of the Revolving Loans to the extent required by Section
2.12(b). Subject to the terms hereof, each prepayment of Loans and
reduction of the Revolving Commitment shall be made ratably among the
Lenders in accordance with their Revolving Commitments. The application of
any prepayment of the Loans shall be applied first to ABR Loans and then to
Fixed Rate Loans next maturing.”



          1.11 Amendment to Interest Provision. Section 2.14(d) of the Credit Agreement is
amended to read in full as follows:





     “(d) Subject to Section 10.13, the Swingline Dollar Loans shall
bear interest at the Federal Funds Effective Rate in effect from day to day
plus 2%.”



          1.12 Amendment to General Payment Provisions. Section 2.19(b) of the Credit Agreement
is amended to delete from such section the parenthetical “(including proceeds from the realization
upon the Collateral)”.




          1.13 Amendment to Properties Representation. Sections 3.05(a) and 3.05(b) of the
Credit Agreement are amended to delete from such sections the parenthetical “(including its
Collateral)”.




          1.14 Amendment to Use of Proceeds Provision. The last sentence of Section 3.15 of the
Credit Agreement is amended to read in full as follows:





     “Notwithstanding the foregoing, proceeds of a Loan may be used to
purchase margin stock in a Permitted Acquisition and for repurchases of
treasury stock (to the extent permitted by the terms of Section
7.06), in each case if, after applying the proceeds of the applicable
Loan, such Loan can be made in compliance with Regulation U of the Board of
Governors of the Federal Reserve System.”



11









 





          1.15 Amendment to Security Article. Article V of the Credit Agreement is amended to
read in full as follows:





     “ARTICLE V




     [Intentionally Deleted].”



          1.16 Amendment to Reporting Covenant. Section 6.01(f) of the Credit Agreement is
amended to read in full as follows:





     “(f) promptly upon (i) the creation of any Material Subsidiary, (ii)
any Person otherwise becoming a Material Subsidiary, or (iii) determination
that any Subsidiary has become a Material Subsidiary, (A) a Subsidiary
Guaranty duly executed by such Material Subsidiary, and (B) such
resolutions, member or partner consents, certificates, legal opinions and
such other related documents as the Administrative Agent may reasonably
request, all in form and substance satisfactory to the Administrative
Agent;”



          1.17 Amendment to Notice Covenant. Section 6.02(f) of the Credit Agreement is amended
to read in full as follows:





     “(f) [intentionally deleted].”



          1.18 Amendment to Inspection Covenant. Section 6.06 of the Credit Agreement is
amended to delete the words “the Collateral Agent” from such section.




          1.19 Amendment to Compliance with Security Instruments Covenant. Section 6.10 of the
Credit Agreement is amended to read in full as follows:





     “SECTION 6.10 [Intentionally Deleted].”



          1.20 Amendment to Further Assurances Covenant. Section 6.11 of the Credit Agreement
is amended to read in full as follows:





     “SECTION 6.11 Further Assurances. The Borrower will, and will
cause each of its Subsidiaries to, cure promptly any defects in the creation
and issuance of the Notes, and the execution and delivery of the Loan
Documents, including this Agreement. The Borrower at its expense will, as
promptly as practical, execute and deliver to the Administrative Agent or
the Issuing Bank upon request all such other and further documents,
agreements and instruments (or cause any of its Subsidiaries (as applicable)
to take such action) in compliance with or performance of the covenants and
agreements of the Borrower and its Subsidiaries in the Loan Documents,
including this Agreement, or to correct any omissions in the Loan Documents,
or to file any notices, or obtain any consents, all as may be necessary or
appropriate in connection therewith.”



12









 





          1.21 Amendment to Lien Covenant. Section 7.02(a) of the Credit Agreement is amended
to read in full as follows:




          “(a) Permitted Encumbrances;”.




          1.22 Amendment to Fundamental Changes Covenant. Section 7.03(a) of the Credit
Agreement is amended to read in full as follows:





     “(a) Except as otherwise set forth herein, the Borrower will not, and
will not permit any Subsidiary to, (i) merge into or consolidate with any
other Person, or permit any other Person to merge into or consolidate with
it; (ii) except for (A) sales of inventory in the ordinary course of
business, (B) the sale of assets described on Schedule 7.03 (or the
sale of the voting securities or other equity interests of Subsidiaries
whose only substantial assets are those described on Schedule 7.03),
and (C) in addition to the sales otherwise expressly permitted hereunder,
the sale of all or any interest in one or more assets including all or any
interest in Subsidiaries, to the extent the book value of such interest or
interests, measured on a cumulative basis from and after the date of this
Agreement, does not exceed a Dollar Amount equal to five percent (5%) of the
Borrower’s consolidated current assets (as determined in accordance with
GAAP) at any time, sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions) all or substantially all of its
assets, whether now owned or hereafter acquired, provided,
that, the cap restriction provided in this clause (ii)(C) shall not
apply to the sale of assets for which the Borrower has delivered to the
Administrative Agent a Reinvestment Notice; or (iii) liquidate or dissolve,
except that, if at the time thereof and immediately after giving effect
thereto no Default shall have occurred and be continuing (A) any Subsidiary
may merge into the Borrower in a transaction in which the Borrower is the
surviving corporation, (B) any Subsidiary may merge into any Subsidiary in a
transaction in which the surviving entity is a Subsidiary, (C)(i) the
Borrower may sell, transfer, lease or otherwise dispose of its assets to any
Subsidiary, and (ii) any Subsidiary may sell, transfer, lease or otherwise
dispose of its assets to the Borrower or any other Subsidiary, and (D) any
Subsidiary may merge into or consolidate with a third party or liquidate or
dissolve if the Borrower determines in good faith that such merger,
liquidation or dissolution is in the best interests of the Borrower and is
not materially disadvantageous to the Lenders; provided that
any such merger involving a Person that is not a wholly owned Subsidiary
immediately prior to such merger shall not be permitted unless also
permitted by Section 7.04.”



          1.23 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



13









 







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 2.25 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 2.25 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, and (e) provided that after giving effect to any
repurchase, the Leverage Ratio (as calculated pursuant to clause (b) of the
definition thereof), on a pro forma basis, is (i) less than 2.25 to 1.00,
the Borrower may repurchase treasury stock, but only so long as no Default
shall have occurred and be continuing at the time of (or would result from)
such repurchase, and (ii) equal to or greater than 2.25 to 1.00, the
Borrower may repurchase treasury stock, but only so long as (A) no Default
shall have occurred and be continuing at the time of (or would result from)
such repurchase, and (B) the cash Dollar Amount of such repurchases does not
exceed in the aggregate, during any Fiscal Year of the Borrower,
$25,000,000.”



          1.24 Amendment to Restrictive Agreements Covenant. Section 7.08 of the Credit
Agreement is amended to delete the words “or the Collateral Agent” from such section.




          1.25 Amendment to Financial Covenant. Section 7.09(b) of the Credit Agreement is
amended to read in full as follows:





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



          1.26 Amendments to Events of Default.





          (a) Clauses (n), (o) and (p) of Article VIII of the Credit Agreement are amended to
read in full as follows:




     “(n) [intentionally deleted];



14









 






     (o) any Subsidiary Guaranty shall for any reason cease to be in full
force and effect and valid, binding and enforceable in accordance with its
terms after its date of execution, or the Borrower or any of its
Subsidiaries shall so state in writing;




     (p) [intentionally deleted]; or”.




          (b) The last paragraph of Article VIII of the Credit Agreement is amended by deleting
the last sentence thereof in its entirety.



          1.27 Amendments to Agent Provisions.





          (a) The first paragraph of Article IX of the Credit Agreement is amended by deleting
the last sentence thereof in its entirety.




          (b) The first parenthetical contained in the third paragraph of Article IX of the
Credit Agreement is amended to read in full as follows:




     “(or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 10.02)”.



          1.28 Amendment to Amendment Provisions. Section 10.02(b) of the Credit Agreement is
amended to read in full as follows:





     “(b) Neither this Agreement nor any of the Loan Documents nor any
provision hereof or thereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Revolving Commitment
of any Lender or the aggregate amount of any credit extension required to be
made by any Revolving Lender pursuant to its Commitment and the terms of
this Agreement, in each case without the written consent of such Lender,
(ii) reduce the principal amount of any Loan or LC Disbursement or reduce
the rate of interest thereon, or reduce any fees payable hereunder, without
the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Revolving Commitment, without the
written consent of each Lender affected thereby, (iv) change Section
2.19(b) or (c) in a manner that would alter the pro rata sharing
of payments required thereby, without the written consent of each Lender
directly affected thereby, (v) release any Material Subsidiary from its
obligations under its Subsidiary Guaranty, without the written consent of
each Lender, (vi) waive any of the conditions set forth in Section
4.01 to the making of the Loans without the consent of each Lender
affected thereby, or (vii) change any of the provisions of this Section
10.02(b) or the definition of “Required Lenders” or any other
provision hereof



15









 







specifying the number or percentage of Lenders required to waive, amend
or modify any rights hereunder or make any determination or grant any
consent hereunder, without the written consent of each Lender directly
affected thereby; provided further that no such agreement
shall amend, modify or otherwise affect the rights or duties of any Agent,
the Issuing Bank or the Swingline Lender hereunder without the prior written
consent of such Agent, the Issuing Bank or the Swingline Lender, as the case
may be.”



          1.29 Exhibits. Exhibit G, Exhibit H and Exhibit J to the Credit Agreement are each
amended to read in full as follows:





     “[Intentionally Deleted]”.



     Section 2. Effectiveness of Amendment. This Second 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 each Lender, 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 Second Amendment, no Default or Event of Default shall
exist; and




          (c) all proceedings taken in connection with the transactions contemplated by this
Second 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 Second 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 Second 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.




16









 








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




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




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




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



[Signature Pages Follow]




17









 








SIGNATURE PAGE

TO

SECOND 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 Page]




 









 








SIGNATURE PAGE

TO

SECOND 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 Page]




 









 








SIGNATURE PAGE

TO

SECOND 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 Page]