exv10w19w12



 







Exhibit 10.19.12




AMENDMENT NO. 11 TO

WAREHOUSE LOAN AGREEMENT




     AMENDMENT NO. 11 TO WAREHOUSE LOAN AGREEMENT, dated as of June 7, 2006 (this
“Amendment”), is entered into by and among TRINITY INDUSTRIES LEASING COMPANY, a Delaware
corporation (the “Manager”), TRINITY RAIL LEASING TRUST II, a Delaware statutory trust (the
“Borrower”), the LENDERS party hereto, and CREDIT SUISSE, NEW YORK BRANCH (formerly known
as Credit Suisse First Boston, New York Branch), as Agent for the Lenders (in such capacity, the
“Agent). Capitalized terms used but not defined herein have the meaning set forth in the
Warehouse Loan Agreement referred to below.



RECITALS:




     WHEREAS, the Manager, the Borrower, the Lenders and the Agent are parties to that certain
Warehouse Loan Agreement dated as of June 27, 2002 (as heretofore amended, the “Warehouse Loan
Agreement”); and



     WHEREAS, the parties hereto desire to amend the Warehouse Loan Agreement as hereinafter set
forth.



     NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



PART I

AMENDMENTS




     SUBPART 1.1 The definition of “Committed Amount” set forth in Section 1.01 of the Warehouse
Loan Agreement is hereby amended in its entirety to read as follows:




“Committed Amount” means $375,000,000 or such lesser amount to which the
Committed Amount may be reduced pursuant to Section 2.08.



     SUBPART 1.2 Schedule 1.01 of the Warehouse Loan Agreement is hereby amended in its entirety to
read as set forth in Schedule 1.01 hereto.



PART II

MISCELLANEOUS




     SUBPART 2.1 Effectiveness. This Amendment becomes effective on the date on which the
Agent has received signature pages to this Amendment duly executed by each party hereto (including
each Lender).



     SUBPART 2.2 Representations and Warranties. The Manager and the Borrower each
represent and warrant that its respective representations and warranties contained in Article V of
the Warehouse Loan Agreement are true and correct on and as of the date of this Amendment as though
made on and as of such date, except to the extent that such representations and warranties
expressly relate to an earlier date.



 









 





     SUBPART 2.3 Effect of Amendment. All provisions of the Warehouse Loan Agreement, as
expressly amended and modified by this Amendment, shall remain in full force and effect. After
this Amendment becomes effective, all references in the Warehouse Loan Agreement (or in any other
Transaction Document) to the Warehouse Loan Agreement shall be deemed to be references to the
Warehouse Loan Agreement as amended hereby.



     SUBPART 2.4 Counterparts. This Amendment may be executed in any number of counterparts
and by different parties on separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute but one and the same
instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile
shall be effective as delivery of a manually executed counterpart of this Amendment.



     SUBPART 2.5 Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York.



     SUBPART 2.6 Section Headings. The various headings of this Amendment are included for
convenience only and shall not affect the meaning or interpretation of this Amendment, the
Warehouse Loan Agreement or any provision hereof or thereof.



[Signature Pages Follow]




2









 





     IN WITNESS WHEREOF, the parties have executed this Amendment on the date first written above.



	 	 	 	 	 
	 	TRINITY INDUSTRIES LEASING COMPANY 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRINITY RAIL LEASING TRUST II

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CREDIT SUISSE, NEW YORK BRANCH (formerly known as Credit Suisse First Boston, New York as Credit Suisse First Boston, New York Branch), as Agent

and as a Committed Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GRAMERCY CAPITAL CORPORATION, as a Conduit Lender

By Credit Suisse, New York Branch, as attorney-in-fact

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	GREENWICH FUNDING CORPORATION, as a Conduit Lender

By Credit Suisse, New York Branch, as attorney-in-fact

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ALPINE SECURITIZATION CORP, as a Conduit Lender

By Credit Suisse, New York Branch, as attorney-in-fact

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	DRESDNER BANK AG, NEW YORK BRANCH, as a Committed Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BEETHOVEN FUNDING CORPORATION, as a Conduit Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH,

as a Committed Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	NIEUW AMSTERDAM RECEIVABLES CORPORATION, as a Conduit Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GRESHAM RECEIVABLES

(No. 3) Limited, as a Committed Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



SCHEDULE 1.01




Lenders and Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Original
	 	 	Commitment	 	Commitment	 	Commitment
	Lender	 	Amount	 	Percentage	 	Date
	Credit Suisse First
Boston, New York
Branch
	 	 	100,000,000	 	 	 	26.66666666	%	 	June 27, 2002
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Dresdner Bank AG, New
York Branch
	 	 	100,000,000	 	 	 	26.66666666	%	 	August 29, 2003
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Coöperatieve Centrale
Raiffeisen-
Boerenleenbank B.A.,
“Rabobank
International”, New
York Branch
	 	 	100,000,000	 	 	 	26.66666666	%	 	October 23, 2003
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Gresham Receivables
(No. 3) Limited
	 	 	75,000,000	 	 	 	20.00000000	%	 	October 20, 2005
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Totals
	 	 	375,000,000	 	 	 	100.0000	%