exv10w1






Exhibit 10.1




SEVENTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This Seventh Amendment to Second Amended and Restated Credit Agreement (this “Seventh
Amendment”) is executed effective as of September 7, 2010 (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”).



WITNESSETH:




     A. The Borrower, the Administrative Agent, the Syndication Agents, the Documentation Agent and
the lenders named therein are parties to that certain Second Amended and Restated Credit Agreement
dated as of April 20, 2005 as amended by that certain First Amendment to Second Amended and
Restated Credit Agreement dated as of June 9, 2006, that certain Second Amendment to Second Amended
and Restated Credit Agreement dated as of June 21, 2006, that certain Third Amendment to Second
Amended and Restated Credit Agreement dated as of June 22, 2007, that certain Fourth Amendment to
Second Amended and Restated Credit Agreement dated as of October 19, 2007, that certain Fifth
Amendment to Second Amended and Restated Credit Agreement dated as of February 9, 2009 and that
certain Sixth Amendment to Second Amended and Restated Credit Agreement dated as of March 31, 2009
(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).



     B. TILC anticipated acquiring additional Equity interests in TRIP Rail Holdings LLC (the
“TRIP Equity Acquisition”). After giving effect to the TRIP Equity Acquisition, TILC will
own approximately 57% of all of the issued and outstanding Equity of TRIP Rail Holdings LLC and
TRIP Rail Holdings LLC will become a Subsidiary.



     C. In connection with the TRIP Equity Acquisition, the Borrower has requested that the lenders
party to the Credit Agreement amend the Credit Agreement as set forth herein. 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 Seventh 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 “Seventh Amendment” which shall read in
full as follows:





     “Seventh Amendment” means that certain Seventh Amendment to Second
Amended and Restated Credit Agreement dated as of September 7, 2010, among the
Borrower, the Administrative Agent and the Executing Lenders defined therein.



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 1





 









 








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





     “Loan Documents” means this Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth
Amendment, the Seventh 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.



          1.3 Amendment to Definition of the Term “TILC Conduit Indebtedness”. The definition
of the term “TILC Conduit Indebtedness” set forth in Section 1.01 of the Credit Agreement
is amended to read in full as follows:





          1.4 “TILC Conduit Indebtedness” means the Indebtedness created or
incurred (including Indebtedness pursuant to the warehouse facility established by
Credit Suisse, New York Branch and certain other financial institutions, and any
term out of such facility) by TILC, TRIP Rail Holdings LLC or in favor of any other
special purpose subsidiary of TILC or TRIP Rail Holdings LLC, such Indebtedness to
be (i) used to finance a portion of the lease fleet owned (or to be owned) by TILC,
TRIP Rail Holdings LLC or any such subsidiary, (ii) secured by such applicable
assets and associated underlying third party leases, and (iii) non-recourse to the
Borrower or any Material Subsidiary except under the terms of performance guarantees
that do not guarantee the payment of Indebtedness (except under limited
circumstances that do not relate to the creditworthiness or performance of the
underlying asset) and are of a type that are otherwise customarily entered into in
connection with non-recourse asset financing Indebtedness.



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




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




     (b) Default. After giving effect to this Seventh Amendment, no Default
shall exist; and



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 2





 









 









     (c) Other Proceedings. All proceedings taken in connection with the
transactions contemplated by this Seventh 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
Executing Lenders and the Administrative Agent to enter into this Seventh Amendment, the Borrower
and each Material Subsidiary (by its execution of this Seventh Amendment below), represent and
warrant to the Administrative Agent and the Lenders as follows, as of the date hereof both before
and after giving effect to the TRIP Equity Acquisition:



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




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




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




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




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




          3.6 TRIP Equity Acquisition; TRIP Ownership and Classification. The TRIP Equity
Acquisition will be consummated in accordance with the provisions of Section 7.04 of the Credit
Agreement and after giving effect thereto, TRIP Rail Holdings LLC will be a Subsidiary,
approximately 57% of whose issued and outstanding Equity will be owned by TILC and TRIP Rail
Holdings LLC will be a Nonrecourse Subsidiary and therefore will not be a Material Subsidiary.




     Section 4. Miscellaneous.



          4.1 Reaffirmation of Loan Documents. The terms and provisions set forth in this
Seventh Amendment shall modify and supersede all inconsistent terms and provisions set forth in the




SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 3





 









 







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




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




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




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




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




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




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




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




SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 4





 









 








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




          4.11 Required Lenders. Pursuant to Section 10.02 of the Credit Agreement, the Credit
Agreement may be modified as provided in this Seventh Amendment with the agreement of the Required
Lenders which means Lenders having (a) fifty-one percent (51%) or more of the Aggregate Revolving
Commitment or (b) if the Aggregate Revolving Commitment has been terminated, fifty-one percent
(51.0%) or more of the Aggregate Revolving Credit Exposure (such percentage applicable to a Lender,
herein such Lender’s “Required Lender Percentage”). For purposes of determining the
effectiveness of this Amendment, each Lender’s Required Lender Percentage is set forth on Schedule
4.11 hereto.




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



	 	 	 	 	 
	 	TRINITY INDUSTRIES, INC.

 	 
	 	By:  	/s/ Gail M. Peck
 	 
	 	 	Gail M. Peck, Treasurer 	 
	 	 	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender, the
Issuing Bank, the Swingline Lender and as 

Administrative Agent
 	 
	 
	 	By:  	/s/ Brian McDougal
 	 
	 	 	Brian McDougal, Senior Vice President 	 
	 	 	 	 
	 



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 5




 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc,

as a Lender and as a Syndication Agent

 	 
	 	By:  	/s/ L. Peter Yetman
 	 
	 	 	Name:  	L. Peter Yetman 	 
	 	 	Title:  	Senior Vice President 	 
	 



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 6




 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION 

(successor in interest by merger to Wachovia Bank, 

N.A.), as a Lender and as a Syndication Agent

 	 
	 	By:  	/s/ Marguerite Burtzleff
 	 
	 	 	Name:  	Vice President 	 
	 	 	Title:  	Vice President 	 
	 



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 7




 









 








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

and as a Syndication Agent

 	 
	 	By:  	/s/ Allison W. Connally
 	 
	 	 	Name:  	Allison W. Connally 	 
	 	 	Title:  	Vice President 	 
	 



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 8




 









 








	 	 	 	 	 
	 	COMMERZBANK AG, NEW YORK AND GRAND

 CAYMAN BRANCHES
(successor by merger to

Dresdner Bank AG, New York
and Grand Cayman

Branches), as a Lender

 	 
	 	By:  	/s/ Anthony Giraldi
 	 
	 	 	Name:  	Anthony Giraldi 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                              /s/ Alina Parizianu
 	 
	 	 	Name:  	Alina Parizianu 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 9





 









 








	 	 	 	 	 
	 	CREDIT SUISSE (FKA CREDIT SUISSE FIRST

 BOSTON),
CAYMAN ISLANDS BRANCH, as a 
Lender

 	 
	 	By:  	/s/ Karl M. Studer
 	 
	 	 	Name:  	Karl M. Studer 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                                              /s/ Daniel Wiget
 	 
	 	 	Name:  	Daniel Wiget 	 
	 	 	Title:  	Assistant Vice President 	 
	 



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 10





 









 








	 	 	 	 	 
	 	AMEGY BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Daniel L. Cox
 	 
	 	 	Name:  	Daniel L. Cox 	 
	 	 	Title:  	Vice President 	 
	 



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 11




 









 








	 	 	 	 	 
	 	LLOYDS TSB Bank, PLC, as a Lender

 	 
	 	By:  	
/s/ Candi Obrentz
 	 
	 	 	Name:  	Candi Obrentz 	 
	 	 	Title:  	Vice President, Financial Institutions, NA 	 
	 
	 	 	 
	 	By:  	                                              /s/ M. Beanland
 	 
	 	 	Name: M. Beanland 	 
	 	 	Title:  	
Senior Vice President, Financial Institutions, NA 	 
	 



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 12




 









 








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

 	 
	 	By:  	/s/ Alan Morris
 	 
	 	 	Name:  	Alan Morris 	 
	 	 	Title:  	Vice President 	 
	 



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 13





 









 








Material Subsidiary Consent





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



	 	 	 	 	 
	 	TRANSIT MIX CONCRETE & MATERIALS COMPANY

TRINITY INDUSTRIES LEASING COMPANY

TRINITY MARINE PRODUCTS, INC.

TRINITY RAIL GROUP, LLC

TRINITY TANK CAR, INC.

TRINITY PARTS AND COMPONENTS, LLC (formerly

     Trinity Rail Components & Repair, Inc.)

TRINITY NORTH AMERICAN FREIGHT CAR, INC.

     (formerly Thrall Trinity Freight Car, Inc.)

TRINITY STRUCTURAL TOWERS, INC

 	 
	 	By:  	/s/ James E. Perry
 	 
	 	 	James E. Perry, Vice President and Assistant 	 
	 	 	Secretary of each Material Subsidiary 	 
	 



SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 14






 









 








SCHEDULE 4.11

TO

SEVENTH AMENDMENT

TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




REQUIRED LENDER PERCENTAGE



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Lenders Agreeing to Seventh
	 	 	 	 	 	 	Amendment (insert % from prior
	 	 	 	 	 	 	column if Lender signs this
	 	 	Required Lender	 	Seventh Amendment then total
	Lender	 	Percentage Held	 	percentages in this column)
	JPMorgan Chase Bank, N.A.
	 	 	18.823529412	%	 	 	18.823529412	%
	The Royal Bank of Scotland plc
	 	 	16.470588235	%	 	 	16.470588235	%
	Wells Fargo Bank, National
Association (successor by
merger to Wachovia Bank, N.A.)
	 	 	15.294117647	%	 	 	15.294117647	%
	Bank of America, N.A.
	 	 	15.294117647	%	 	 	15.294117647	%
	Lloyds TSB Bank plc
	 	 	9.411764706	%	 	 	9.411764706	%
	Commerzbank AG, New York and
Grand Cayman Branches
(successor by merger to
Dresdner Bank AG, New York and
Grand Cayman Branches)
	 	 	8.235294118	%	 	 	8.235294118	%
	Credit Suisse AG, (FKA Credit
Suisse First Boston) Cayman
Islands Branch
	 	 	7.058823529	%	 	 	7.058823529	%
	Amegy Bank National Association
	 	 	4.705882353	%	 	 	4.705882353	%
	Bank of Texas
	 	 	4.705882353	%	 	 	4.705882353	%
	TOTAL
	 	 	100	%	 	 	100	%






SCHEDULE 4.11, Solo Page