exv10w4






Exhbit 10.4




$369,214,928




Trinity Rail Leasing 2010 LLC



Secured Railcar Equipment Notes, Series 2010-1



5.194% Series 2010-1 Notes



NOTE PURCHASE AGREEMENT



October 18, 2010




Credit Suisse Securities (USA) LLC

Lloyds TSB Bank plc

Credit Agricole Securities (USA) Inc.

Wells Fargo Securities, LLC

Rabo Securities USA, Inc.

c/o Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, N.Y. 10010-3629




Dear Sirs:




     1. Introductory. Trinity Rail Leasing 2010 LLC, a Delaware limited liability company (the
“Issuer”), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit
Suisse Securities (USA) LLC (the “Initial Purchaser”) and the several initial purchasers named in
Schedule A hereto (the “Other Purchasers” and, together with the Initial Purchaser, the
“Purchasers”) U.S.$369,214,928 principal amount of its Series 2010-1 Secured Railcar Equipment
Notes (the “Offered Notes”) to be issued pursuant to an Indenture (the “Indenture”) to be dated as
of October 25, 2010, between the Issuer and Wilmington Trust Company as indenture trustee (the
“Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the
“Securities Act.” Capitalized terms used but not defined herein shall have the meanings given to
such terms in the Offering Circular (as defined below).



     2. Representations and Warranties of the Issuer, TILC, Trinity and TRLWT. Each of the
Issuer, Trinity Industries Leasing Company, a Delaware corporation (“TILC”) on behalf of itself and
as manager of Trinity Rail Leasing Warehouse Trust (“TRLWT”) and Trinity Industries, Inc., a
Delaware corporation (“Trinity”), jointly and severally, represents and warrants to, and agrees
with, the Purchasers that, as of the date hereof (unless otherwise indicated below):



          (a) The Issuer has prepared a preliminary offering circular dated October 4, 2010, and the
Issuer will prepare a final offering circular dated the date hereof, in each case relating to the
Offered Notes to be offered by the Purchasers. The preliminary offering circular (the




 









 







“Preliminary
Offering Circular”) and the final offering circular (the “Offering Circular”), together with any
General Use Issuer Free Writing Communication (as hereinafter defined) and
all amendments and supplements to such documents, are hereinafter collectively referred to as
the “Offering Document”.




     The Offering Document at a particular time means the Offering Document in the form actually
amended or supplemented and issued at that time. “Final Offering Document” means the Offering
Document that discloses the offering price and other final terms of the Offered Notes and is dated
as of the date of this Agreement (even if finalized and issued subsequent to the date of this
Agreement). “General Disclosure Package” means the Offering Document at the Applicable Time (as
hereinafter defined) considered together with the offering price on the cover page of the Offering
Circular and the statements under the caption “Description of the Offered Notes and the Indenture”
in the Offering Circular. “Applicable Time” means 4:00 p.m. (New York time) on the date of this
Agreement. As of the date of this Agreement, the Final Offering Document does not, and as of the
Closing Date will not, include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. At the Applicable
Time neither (i) the General Disclosure Package, nor (ii) any individual Limited Use Issuer Free
Writing Communication (as hereinafter defined), when considered together with the General
Disclosure Package, included, nor as of the Closing Date will include, any untrue statement of a
material fact or omitted to state any material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The preceding two sentences do not apply to statements in or omissions from the
Offering Document, the General Disclosure Package or any Limited Use Issuer Free Writing
Communication based upon written information furnished to the Issuer, TILC or Trinity by the
Purchasers specifically for use therein, it being understood and agreed that the only such
information is that described as such in Section 8(b) hereof.



     “Free Writing Communication” means a written communication (as such term is defined in Rule
405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to
buy the Offered Notes and is made by means other than the Preliminary Offering Circular or the
Offering Circular. “Issuer Free Writing Communication” means a Free Writing Communication prepared
by or on behalf of the Issuer, TILC or Trinity or used or referred to by the Issuer, TILC or
Trinity, in the form retained in the records of the Issuer, TILC or Trinity. “General Use Issuer
Free Writing Communication” means any Issuer Free Writing Communication that is intended for
general distribution to prospective investors, as evidenced by its being specified in Schedule B to
this Agreement. “Limited Use Issuer Free Writing Communication” means any Issuer Free Writing
Communication that is not a General Use Issuer Free Writing Communication.



          (b) The Issuer has been duly formed and is an existing limited liability company in good
standing under the laws of the state of Delaware, with power and authority (as a limited liability
company and otherwise) to own its properties and conduct its business as described in the General
Disclosure Package or Additional Issuer Information; and the Issuer is duly qualified to do
business as a foreign limited liability company in good standing in all other jurisdictions in



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which its ownership or lease of property or the conduct of its business requires such
qualification.




          (c) TRLWT has been duly formed and is an existing Delaware statutory trust in good standing
under the laws of the state of Delaware, with power and authority (as a statutory trust and
otherwise) to own its properties and conduct its business as described in the General Disclosure
Package; and TRLWT is duly qualified to do business as a statutory trust in good standing in all
other jurisdictions in which its ownership or lease of property or the conduct of its business
requires such qualification.




          (d) Each of TILC and Trinity has been duly incorporated and is an existing corporation in
good standing under the laws of the state of Delaware, with power and authority (as a corporation
and otherwise) to own its properties and conduct its business as described in the General
Disclosure Package; and each of TILC and Trinity is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which its ownership or lease of property
or the conduct of its business requires such qualification.




          (e) As of the Closing Date, the Indenture and each other Transaction Document (as defined in
Section 5(d)) will have been duly authorized, executed and delivered by the Issuer, TILC, TRLWT or
Trinity, as the case may be; the Offered Notes have been duly authorized by the Issuer, and when
the Offered Notes are duly authenticated by the Trustee in accordance with the Indenture and
delivered and paid for pursuant to this Agreement, the Offered Notes will have been duly executed,
authenticated, issued and delivered by the Issuer and each of the Indenture, each other Transaction
Document and the Offered Notes will conform to the description thereof contained in the Final
Offering Document and each of the Indenture and the other Transaction Documents (assuming the valid
execution and delivery thereof by the other parties thereto) and the Offered Notes will constitute
valid and legally binding obligations of the Issuer, TILC, TRLWT or Trinity, as the case may be,
enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles.




          (f) Except as contemplated by the Transaction Documents, no consent, approval, authorization,
order of, or filing with, any governmental agency or body or any court is required for the
consummation of the transactions contemplated by this Agreement or any Transaction Document in
connection with the issuance and sale of the Offered Notes.




          (g) The execution, delivery and performance of the Indenture, this Agreement and each other
Transaction Document and the issuance and sale of the Offered Notes and compliance with the terms
and provisions thereof by the Issuer, TILC, TRLWT or Trinity, as the case may be, will not result
in a breach or violation of any of the terms and provisions of, or constitute a default under, or
conflict with, (i) any statute, any rule, regulation or order of any governmental agency or body or
any court, domestic or foreign, having jurisdiction over the Issuer, TILC, TRLWT or Trinity or any
of their respective properties, or (ii) any agreement or instrument to which the Issuer, TILC,
TRLWT or Trinity is a party or by which the Issuer, TILC, TRLWT or Trinity is bound or to which any
of the properties of the Issuer, TILC, TRLWT or Trinity are subject, or the limited liability
company agreement or certificate of formation of the Issuer, the certificate of formation or
by-laws of TILC or Trinity or the trust agreement or the




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certificate of incorporation of TRLWT.
The Issuer has full power and authority to sell the Offered Notes as contemplated by this
Agreement.




          (h) This Agreement has been duly authorized, executed and delivered by each of the Issuer,
TILC and Trinity.




          (i) Except as disclosed in the General Disclosure Package, the Issuer has good and marketable
title to all real properties and all other properties and assets owned by it, free from liens,
encumbrances and defects that would materially affect the value thereof or materially interfere
with the use made or to be made thereof by it; and except as disclosed in the General Disclosure
Package, the Issuer holds any leased real or personal property held by it under valid and
enforceable leases with no exceptions that would materially interfere with the use made or to be
made thereof by it.




          (j) Each of the Issuer, TILC, TRLWT and Trinity possesses all material certificates,
authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct
the business now operated by it and has not received any notice of proceedings relating to the
revocation or modification of any such certificate, authority or permit that, if determined
adversely to the Issuer, TILC, TRLWT or Trinity, as applicable, would individually or in the
aggregate have a material adverse effect on the condition (financial or other), business,
properties or results of operations of the Issuer, TILC, TRLWT or Trinity, as applicable, taken as
a whole (“Material Adverse Effect”).




          (k) Except as disclosed in the General Disclosure Package, none of the Issuer, TILC, TRLWT or
Trinity is in violation of any statute, any rule, regulation, decision or order of any governmental
agency or body or any court, domestic or foreign, relating to the use, disposal or release of
hazardous or toxic substances or relating to the protection or restoration of the environment or
human exposure to hazardous or toxic substances (collectively, “environmental laws”), nor owns or
operates any real property contaminated with any substance that is subject to any environmental
laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or
is subject to any claim relating to any environmental laws, which violation, contamination,
liability or claim would individually or in the aggregate have a Material Adverse Effect; and none
of the Issuer, TILC, TRLWT or Trinity is aware of any pending investigation which might lead to
such a claim.




          (l) Except as disclosed in the General Disclosure Package, there are no pending actions,
suits or proceedings against or affecting the Issuer, TILC, TRLWT, Trinity or their respective
properties that, if determined adversely to the Issuer, TILC, TRLWT or Trinity, would individually
or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the
ability of the Issuer, TILC, TRLWT or Trinity to perform its obligations under the Indenture, this
Agreement, or any other Transaction Document to which it is a party, or which are otherwise
material in the context of the sale of the Offered Notes; and no such actions, suits or proceedings
are threatened or, to the Issuer’s, TILC’s or Trinity’s knowledge, contemplated.




          (m) Since June 30, 2010, there has been no material adverse change, nor any development or
event involving a prospective material adverse change, in the condition




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(financial or other),
business, properties or results of operations of TILC, TRLWT or Trinity and Trinity’s subsidiaries
taken as a whole.




          (n) The Issuer is not an open-end investment company, unit investment trust or face-amount
certificate company that is or is required to be registered under Section 8 of the United States
Investment Company Act of 1940, as amended (the “Investment Company Act”); and the Issuer is not
and, after giving effect to the offering and sale of the Offered Notes and the application of the
proceeds thereof as described in the General Disclosure Package will not be, an “investment
company” as defined in the Investment Company Act.




          (o) No securities of the same class (within the meaning of Rule 144A(d)(3) under the
Securities Act) as the Offered Notes are listed on any national securities exchange registered
under Section 6 of the United States Securities Exchange Act of 1934, as amended (“Exchange Act”)
or quoted in a U.S. automated inter-dealer quotation system.




          (p) Assuming the representations of the Purchasers set forth in Section 4(a) and (b) are true
and accurate, the offer and sale of the Offered Notes in the manner contemplated by this Agreement
will be exempt from the registration requirements of the Securities Act, and it is not necessary to
qualify an indenture in respect of the Offered Notes under the Trust Indenture Act of 1939, as
amended (the “Trust Indenture Act”).




          (q) None of the Issuer, TILC, TRLWT or Trinity, or any of their respective affiliates, or any
person acting on its or their behalf (other than the Purchasers, as to whom no such representation
is made) (i) has, within the six-month period prior to the date hereof, offered or sold in the
United States or to any U.S. person (as such terms are defined in Regulation S under the Securities
Act) the Offered Notes or any security of the same class or series as the Offered Notes or (ii) has
offered or will offer or sell the Offered Notes (A) in the United States by means of any form of
general solicitation or general advertising within the meaning of Rule 502(c) under the Securities
Act or (B) with respect to any such securities sold in reliance on Rule 903 of Regulation S
(“Regulation S”) under the Securities Act, by means of any directed selling efforts within the
meaning of Rule 902(c) of Regulation S. The Issuer, TILC, TRLWT, Trinity and their respective
affiliates and any person acting on its or their behalf (other than the Purchasers, as to whom no
such representation is made) have complied and will comply with the offering restrictions
requirement of Regulation S. None of the Issuer, TILC, TRLWT or Trinity has entered and none will
enter into any contractual arrangement with respect to the distribution of the Offered Notes except
for this Agreement.




          (r) The proceeds to the Issuer from the offering of the Offered Notes and the related
transactions will not be used to purchase or carry any security (except as contemplated in
Permitted Investments in respect of the Indenture Accounts).




          (s) There is no “substantial U.S. market interest” as defined in Rule 902(j) of Regulation S
in the Issuer’s debt securities.




          (t) Except as contemplated in the Engagement Letter (as defined below) and as disclosed in
the General Disclosure Package, there are no contracts, agreements or understandings between the
Issuer, TILC, TRLWT or Trinity and any person that would give rise




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to a valid claim against the
Issuer, TILC, TRLWT, Trinity, or any Purchaser for a brokerage commission, finder’s fee or other
like payment.




          (u) At the time of execution and delivery of the Asset Transfer Agreement, (1) TRLWT and
TILC, as applicable, will own all right, title and interest in and to the initial Railcars to be
acquired by the Issuer from it pursuant thereto, together with the related Leases thereon and
certain other related assets specified therein free and clear of any lien, mortgage, pledge,
charge, encumbrance, adverse claim or other security interest (collectively, “Liens”), except to
the extent permitted in the Asset Transfer Agreement or the Indenture, as applicable, and except,
in the case of TRLWT, for security interests being released upon transfer to the Issuer, will not
have assigned to any person other than the Issuer any of its right, title or interest in such
Railcars and Leases, (2) TRLWT and TILC, as applicable, will have the power and authority to
transfer such Railcars, Leases and related assets to the Issuer and (3) upon execution and delivery
of the Asset Transfer Agreement and the consummation of the transactions contemplated thereby, the
Issuer will own such Railcars, Leases and related assets free of Liens other than Liens permitted
by the Asset Transfer Agreement or the Indenture, as applicable.




          (v) As of the Closing Date, each of the representations and warranties of the Issuer, TILC,
TRLWT or Trinity set forth in each of the Transaction Documents to which they are parties will be
true and correct in all material respects.




          (w) Any taxes, fees and other governmental charges that would be incurred by reason of the
execution and delivery of the Transaction Documents or the execution, delivery and sale of the
Offered Notes and that would be due and payable as of the Closing Date have been or will be paid
prior to the Closing Date.




          (x) None of the Issuer, Trinity, TILC or TRLWT, nor any of their respective subsidiaries nor,
to the knowledge of the Issuer, Trinity, TILC or TRLWT, any director, officer, agent or employee
acting on behalf of the Issuer, Trinity, TILC or TRLWT or any of their respective subsidiaries, has
violated or is in violation of, in any material respect, any provision of the Foreign Corrupt
Practices Act of 1977.




          (y) The operations of the Issuer, Trinity, TILC and TRLWT and their respective subsidiaries
are and have been conducted at all times in material compliance with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations
thereunder and any related or similar rules, regulations or guidelines, issued, administered or
enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit
or proceeding by or before any court or governmental agency, authority or body or any arbitrator
involving the Issuer, Trinity, TILC, TRLWT or any of their respective subsidiaries with respect to
the Money Laundering Laws is pending or, to the knowledge of the Issuer, Trinity, TILC or TRLWT,
threatened.




          (z) None of the Issuer, Trinity, TILC or TRLWT, any of their respective subsidiaries or, to
the knowledge of the Issuer, Trinity, TILC or TRLWT, any director, officer, agent, employee or
affiliate of the Issuer, Trinity, TILC or TRLWT or any of their respective subsidiaries is
currently subject to any U.S. sanctions administered by the Office of Foreign




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Assets Control of the
U.S. Department of the Treasury (“OFAC”); and none of the Issuer, Trinity, TILC or TRLWT will
directly or indirectly use the proceeds of the offering of the Offered Notes hereunder, or lend,
contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other person or entity, for the purpose of financing the
activities of any person currently subject to any U.S. sanctions administered by OFAC.




          (aa) The operations of the Issuer, Trinity, TILC and TRLWT and their respective subsidiaries
are and have been conducted at all times in material compliance with the USA Patriot Act of 2001,
as amended, and the rules and regulations thereunder.




          (bb) The Issuer and, prior to the formation of the Issuer, Trinity have complied, and as of
the Closing Date, the Issuer will comply, in all material respects with the representations,
certifications and covenants made to Standard & Poor’s Ratings Services, a Standard & Poor’s
Financial Services LLC business (the “Hired NRSRO”) in connection with the engagement of the Hired
NRSRO to issue and monitor a credit rating on the Offered Notes, including any representation
provided to the Hired NRSRO by the Issuer in connection with Rule 17g-5(a)(iii) of the Exchange Act
(“Rule 17g-5”), and has made accessible to any non-hired nationally recognized statistical rating
organization, as contemplated by Rule 17g-5, all information provided to the Hired NRSRO in
connection with the issuance and monitoring of the credit ratings on the Offered Notes in
accordance with Rule 17g-5. None of the Purchasers are responsible for compliance with Rule 17g-5
in connection with the issuance and monitoring of the credit ratings on the Offered Notes.




     3. Purchase, Sale and Delivery of Offered Notes. (a) On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and conditions herein set
forth, the Issuer agrees to sell to the Purchasers, and the Purchasers agree, severally and not
jointly, to purchase from the Issuer, at a purchase price of 100% of the principal amount thereof,
the respective principal amounts of Offered Notes set forth opposite the names of the several
Purchasers in Schedule A hereto.



          (b) The Issuer will deliver against payment of the purchase price the Offered Notes to be
offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Notes”) in the
form of one or more permanent global notes in registered form without interest coupons (the
“Regulation S Global Notes”) which will be deposited with the Trustee as custodian for Cede & Co.,
as nominee of The Depository Trust Company (“DTC”) for the respective accounts of the DTC
participants for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and
Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede
& Co., as nominee for DTC. The Issuer will deliver against payment of the purchase price the
Offered Notes to be purchased by the Purchasers hereunder and to be offered and sold by each
Purchaser in reliance on Rule 144A under the Securities Act (the “144A Notes”) in the form of one
permanent global note in definitive form without interest coupons (the “Restricted Global Note”)
deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as
nominee for DTC. The Regulation S Global Notes and the Restricted Global Note shall be assigned
separate CUSIP numbers. The Global Notes shall include the legend regarding restrictions on
transfer set forth under “Transfer Restrictions” in the Final Offering Document. Until the
termination of the distribution compliance period (as defined in Regulation S) with respect to the
offering of the




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Offered Notes, interests in the Regulation S Global Notes may only be held by the
DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent Global Notes
will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or
DTC, as the case may be, except in the limited circumstances described in the Final Offering
Document.




     Payment for the Regulation S Notes and the 144A Notes shall be made by the Purchasers in
Federal (same day) funds by or wire transfer to an account at a bank acceptable to the Purchasers,
on October 25, 2010, or at such other time not later than seven full business days thereafter as
the Initial Purchaser and the Issuer determine, such time being herein referred to as the “Closing
Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Notes
representing all of the Regulation S Notes for the respective accounts of the DTC participants for
Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Note representing all of the
144A Notes. The Regulation S Global Notes and the Restricted Global Note will be made available for
checking at the office of Vedder Price P.C., 1633 Broadway, New York, New York 10019, at least 24
hours prior to the Closing Date.



          (c) The Issuer agrees to pay the Initial Purchaser for its own account all fees and expenses
as provided in Section 3 of the engagement letter, dated September 29, 2010, between TILC and the
Initial Purchaser (the “Engagement Letter”).




     4. Representations by Purchasers; Resale by Purchasers. (a) Each Purchaser severally
represents and warrants to the Issuer that it is an “accredited investor” within the meaning of
Regulation D under the Securities Act.



          (b) Each Purchaser severally acknowledges that the Offered Notes have not been registered
under the Securities Act and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an
exemption from the registration requirements of the Securities Act. Each Purchaser severally
represents and agrees that it has offered and sold the Offered Notes, and will offer and sell the
Offered Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after
the later of the commencement of the offering and the Closing Date, only in accordance with Rule
903 or Rule 144A under the Securities Act (“Rule 144A”). Accordingly, neither such Purchaser nor
its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any
directed selling efforts with respect to the Offered Notes, and such Purchaser, its affiliates and
all persons acting on its or their behalf have complied and will comply with the offering
restrictions requirement of Regulation S. Each Purchaser severally agrees that, at or prior to
confirmation of sale of the Offered Notes, other than a sale pursuant to Rule 144A, it will have
sent to each distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases the Offered Notes from it during the restricted period a confirmation
or notice to substantially the following effect:





“The Securities covered hereby have not been registered under the
U.S. Securities Act of 1933 (the “Securities Act”) and may not be
offered or sold within the United States or to, or for the account
or benefit of, U.S. persons (i) as part of their distribution at any
time or (ii) otherwise until 40 days after the later of the date of
the



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commencement of the offering and the closing date, except in
either case in accordance with Regulation S (or Rule 144A if
available) under the Securities Act. Terms used above have the
meanings given to them by Regulation S.”



     Terms used in this subsection (b) have the meanings given to them by Regulation S.



          (c) Each Purchaser severally agrees that it and each of its affiliates has not entered and
will not enter into any contractual arrangement with respect to the distribution of the Offered
Notes except with the prior written consent of the Issuer.




          (d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell
the Offered Notes in the United States by means of any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act, including, but not limited
to (i) any advertisement, article, notice or other communication published in any newspaper,
magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting
whose attendees have been invited by any general solicitation or general advertising. Each
Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the
Offered Notes, to deliver either with the confirmation of such resale or otherwise prior to
settlement of such resale a notice to the effect that the resale of such Offered Notes has been
made in reliance upon the exemption from the registration requirements of the Securities Act
provided by Rule 144A.




          (e) Each Purchaser, severally but not jointly, represents and agrees that any communication
or delivery of information to the Hired NRSRO in connection with the issuance or monitoring of a
credit rating on the Offered Notes has been and will immediately be disclosed to the Issuer for the
purpose of allowing the Issuer to make accessible to any non-hired nationally recognized
statistical rating organization all information provided to the Hired NRSRO in connection with the
issuance and monitoring of the credit rating on the Offered Notes in accordance with Rule 17g-5.




          (f) Each Purchaser severally agrees that it and each of its affiliates will not communicate
or cause to be communicated the Offering Document in Canada or to any resident of Canada and
understands that any Canadian residents may not, directly or indirectly, purchase the Offered Notes
or any beneficial interest therein from any Purchaser.




          (g) Rabo Securities USA, Inc represents that it and each of its affiliates may make offers
and sales outside of the United States through affiliates outside of the United States, which are
acting as selling agents for Rabo Securities USA, Inc.




          (h) Lloyds TSB Bank plc represents and agrees that it is not a U.S. registered broker-dealer
and, therefore, to the extent that they intend to effect any sales of the Offered Notes in the
United States, they will do so through one or more U.S. registered broker-dealers as permitted by
the applicable laws and regulations.




          (i) Each Purchaser severally represents and agrees that (i) it has only communicated or
caused to be communicated and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning




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of section 21 of the Financial
Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of
any Offered Notes in circumstances in which section 21(1) of
the FSMA does not apply to the Issuer; and (ii) it has complied and will comply with all
applicable provisions of the FSMA with respect to anything done by it in relation to the Offered
Notes in, from or otherwise involving the United Kingdom.




          (j) In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the
date on which the Prospectus Directive (as defined below) is implemented in that Member State (the
“Relevant Implementation Date”) each Purchaser severally represents and agrees that it has not made
and will not make an offer of any Offered Notes to the public in that Relevant Member State, other
than: (A) to legal entities which are authorized or regulated to operate in the financial markets
or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(B) to any legal entity which has two or more of: (1) an average of at least 250 employees during
the last financial year, (2) a total sheet of more than €43,000,000, and (3) an annual turnover of
more than €50,000,000, all as shown in its last annual or consolidated accounts; (C) to fewer than
100 natural or legal persons (other than qualified investors defined in the Prospectus Directive);
or (D) in any other circumstances falling within Article 3(2) of the Prospectus Directive;
provided, that no such offer of Offered Notes shall require the Issuer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive.




     For the purposes of this provision, the expression “offer of Offered Notes to the public” in
relation to any Offered Notes in any Relevant Member State means the communication in any form and
by any means of sufficient information on the terms of the offer and the Offered Notes to be
offered so as to enable an investor to decide to purchase or subscribe the Offered Notes, as the
same may be varied in that Member State by any measure implementing the Prospectus Directive in
that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes
any relevant implementing measure in each Relevant Member State.



     5. Certain Agreements of the Issuer, TILC and Trinity. Each of the Issuer, TILC and Trinity
jointly and severally agrees with the Purchasers that:



          (a) The Issuer will advise the Initial Purchaser promptly of any proposal to amend or
supplement the Offering Document and will not effect such amendment or supplementation without the
Initial Purchaser’s consent. If, at any time following delivery of any document included in the
Offering Document or any Limited Use Issuer Free Writing Communication and prior to the completion
of the resale of the Offered Notes by the Purchasers, there occurs an event or development as a
result of which such document included or would include an untrue statement of a material fact or
omitted or would omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances prevailing at that subsequent time not misleading, or if it is
necessary at any such time to amend or supplement the Offering Document or any Limited Use Free
Writing Communication to comply with any applicable law, TILC promptly will notify the Initial
Purchaser of such event and promptly will prepare, at its own expense, an amendment or supplement
which will correct such statement or omission. Neither the Initial Purchaser’s consent to, nor the
delivery by the Purchasers to offerees or investors of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 7. The first sentence of this
subsection does





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not apply to statements in or omissions from any document in the General Disclosure
Package or any Limited Use Issuer Free Writing Communication in reliance upon and in conformity
with
written information furnished to the Issuer, TILC, TRLWT or Trinity by any Purchaser through
the Initial Purchaser specifically for use therein, it being understood and agreed that the only
such information is that described as such in Sections 8(a) and 8(b) hereof.




          (b) The Issuer will furnish to the Initial Purchaser copies of each document comprising a
part of the Offering Document and each Limited Use Issuer Free Writing Communication, in each case
as soon as available and in such quantities as the Initial Purchaser requests, and the Issuer will
furnish to the Initial Purchaser on the date hereof three (3) copies of each document comprising a
part of the Offering Document and each Limited Use Issuer Free Writing Communication signed by a
duly authorized officer of the Issuer, one of which will include the independent accountants’
reports in the Offering Document manually signed by such independent accountants. At any time when
the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly
furnish or cause to be furnished to the Initial Purchaser (and, upon request, to each other
Purchaser) and, upon request of holders and prospective purchasers of the Offered Notes, to such
holders and purchasers, copies of the information (the “Additional Issuer Information”) required to
be delivered to holders and prospective purchasers of the Offered Notes in accordance with Rule
144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit
compliance with Rule 144A in connection with resales by such holders of the Offered Notes. TILC or
Trinity will pay the expenses of printing and distributing to the Purchasers all such documents.
Any Additional Issuer Information delivered to any holders and prospective purchasers of the
Offered Notes will not include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading.




          (c) The Issuer or TILC, on its behalf, will arrange for the qualification of the Offered
Notes for sale and the determination of their eligibility for investment under the laws of such
jurisdictions in the United States as the Initial Purchaser designates and will continue such
qualifications in effect so long as required for the resale of the Offered Notes by the Purchasers,
provided that the Issuer will not be required to qualify as a foreign corporation or to file a
general consent to service of process in any such jurisdiction.




          (d) So long as the Offered Notes are outstanding, if not filed electronically with the
Securities and Exchange Commission (the “Commission”) or posted on the website of Trinity, the
Issuer or Trinity will furnish to the Initial Purchaser, as soon as practicable after the end of
each fiscal year, a copy of Trinity’s annual report to shareholders, and the Issuer or Trinity will
furnish to the Initial Purchaser (and, upon request, to each other Purchaser) (i) as soon as
available, a copy of each description of reports, notices or communications sent to securityholders
of Trinity or, if applicable, filed with foreign regulators or securities exchanges by Trinity,
(ii) as soon as available, copies of each report furnished to TILC or any of its affiliates, in the
case of the Issuer, and to its shareholders, in the case of Trinity, in either case pursuant to any
Operative Agreement (collectively, the “Transaction Documents”), by first class mail as soon as
practicable after such reports are furnished to TILC or any of its affiliates or the shareholders,
as the case may be, (iii) copies of each amendment to any of the Transaction Documents, (iv) copies
of all reports and other communications (financial or other) furnished to



-11-









 






the Trustee under the
Indenture or to holders of the Offered Notes, and copies of any reports and financial statements,
if any, furnished to or filed with the Commission, any governmental or
regulatory authority or any national securities exchange, and (v) from time to time such other
information as any Purchasers may reasonably request relating to the Issuer, TILC, TRLWT, Trinity
or any of their respective affiliates, the Offered Notes and the Transaction Documents. Each of
TILC, the Issuer and Trinity shall make their officers, employees, independent accountants and
legal counsel reasonably available upon request by any Purchaser.




          (e) During the period of three (3) years after the Closing Date, the Issuer will, upon
request, furnish to the Initial Purchaser, each of the other Purchasers and any holder of Offered
Notes a copy of the restrictions on transfer applicable to the Offered Notes.




          (f) During the period of two (2) years after the Closing Date none of the Issuer, TILC, nor
Trinity will, or will permit any of its affiliates (as defined in Rule 144 under the Securities
Act) to, resell any of the Offered Notes that have been reacquired by any of them.




          (g) During the period of two (2) years after the Closing Date, the Issuer will not be or
become an open-end investment company, unit investment trust or face-amount certificate company
that is or is required to be registered under Section 8 of the Investment Company Act.




          (h) The Issuer, TILC or Trinity will pay all expenses incidental to the performance of their
respective obligations under this Agreement, including but not limited to: (i) all expenses in
connection with the execution, issue, authentication, packaging and initial delivery of the Offered
Notes, the preparation and printing of this Agreement, the Offered Notes, the documents comprising
any part of the Offering Document, each Limited Use Issuer Free Writing Communication and any other
document relating to the issuance, offer, sale and delivery of the Offered Notes; (ii) the cost of
any advertising approved by the Issuer, TILC or Trinity in connection with the issue of the Offered
Notes; (iii) any expenses (including fees and disbursements of counsel) incurred in connection with
qualification of the Offered Notes for sale under the laws of such jurisdictions in the United
States as the Initial Purchaser designates and the printing of memoranda relating thereto; (iv) any
fees charged by the Hired NRSRO for the rating of the Offered Notes; and (v) expenses incurred in
distributing the documents comprising any part of the Offering Document (including any amendments
and supplements thereto) and any Limited Use Issuer Free Writing Communications to the Purchasers
or to prospective purchasers of the Offered Notes. The Issuer, TILC and Trinity jointly and
severally will also pay or reimburse the Purchasers (to the extent incurred by them) for all travel
expenses of the Purchasers’, the Issuer’s, TILC’s, TRLWT’s and Trinity’s officers and employees and
any other expenses of the Purchasers, the Issuer, TILC, TRLWT or Trinity in connection with
attending or hosting meetings with prospective purchasers of the Offered Notes from the Purchasers.
In addition to the foregoing, but without duplication, the Issuer, TILC or Trinity will pay to the
Initial Purchaser on the Closing Date the amounts in respect of its costs and expenses as set forth
in Section 3 of the Engagement Letter as reimbursement of the Initial Purchaser’s other expenses.




          (i) In connection with the offering and the sale of the Offered Notes, until the Initial
Purchaser shall have notified the Issuer, TILC, Trinity and the other Purchasers of the completion
of the resale of the Offered Notes, none of the Issuer, TILC, TRLWT or Trinity or any of their
respective affiliates has or will, either alone or with one or more other persons,




-12-









 







bid for or
purchase for any account in which it or any of its affiliates has a beneficial interest any Offered
Notes or attempt to induce any person to purchase any Offered Notes; and none of the
Issuer, TILC, TRLWT or Trinity or any of their respective affiliates will make bids or
purchases for the purpose of creating actual, or apparent, active trading in, or of raising the
price of, the Offered Notes.




          (j) For a period of 180 days after the date of the initial offering of the Offered Notes by
the Purchasers, none of the Issuer, TILC, TRLWT or Trinity will offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration
statement under the Securities Act relating to, any United States dollar-denominated asset-backed
securities issued, sponsored or guaranteed by the Issuer, TILC, TRLWT, Trinity or any of their
respective affiliates and having a maturity of more than one year from the date of issue, or
publicly disclose the intention to make any such offer, sale, pledge, disposition or filing,
without the prior written consent of the Initial Purchaser. None of the Issuer, TILC, TRLWT or
Trinity will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or
indirectly, any securities under circumstances where such offer, sale, pledge, contract or
disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe
harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered
Notes.




          (k) The Issuer, TILC and Trinity (the “Indemnitors”) jointly and severally will indemnify and
hold harmless the Purchasers against any documentary, stamp or similar issuance tax, including any
interest and penalties, on the creation, issuance and sale of the Offered Notes and on the
execution and delivery of this Agreement. All payments to be made by TILC, Trinity or the Issuer
hereunder shall be made without withholding or deduction for or on account of any present or future
taxes, duties or governmental charges whatsoever unless Trinity, TILC or the Issuer is compelled by
law to deduct or withhold such taxes, duties or charges. In that event, Trinity, TILC or the
Issuer, as applicable, shall pay such additional amounts as may be necessary in order that the net
amounts received after such withholding or deduction shall equal the amounts that would have been
received if no withholding or deduction had been made; provided that the Indemnitors will not be
required to indemnify or gross-up for such taxes and withholdings to the extent imposed as a result
of a failure of such Purchaser to provide any duly executed and completed form or document
described in the last sentence of this paragraph upon the execution of this Agreement or to be
delivered thereafter upon the reasonable request of its Indemnitors which evidences such
Purchaser’s entitlement to an exemption for such taxes and withholdings. Furthermore, the
Indemnitors hereby request that the each Purchaser hereby provide to them IRS Form W-9 or IRS Form
W-8BEN, W-8IMY or W-8ECI, whichever is applicable.




          (l) To the extent, if any, that the rating provided with respect to the Offered Notes by the
Hired NRSRO is conditional upon the furnishing of documents or the taking of any other action on or
prior to the Closing Date by the Issuer, TILC, TRLWT or Trinity, Trinity, TILC, TRLWT or the
Issuer, as the case may be, shall use its reasonable best efforts to furnish such documents and
take any other such action on or prior to the Closing Date.




     6. Free Writing Communications. (a) Each of the Issuer, TILC, TRLWT and Trinity,
jointly and severally, represents and agrees that, unless it obtains the prior consent of the
Initial



-13-









 







Purchaser, and each Purchaser represents and agrees that, unless it obtains the prior
consent of TILC and the Initial Purchaser, it has not made and will not make any offer relating to
the Offered
Notes that would constitute an Issuer Free Writing Communication. Any such Issuer Free
Writing Communication consented to by TILC and the Initial Purchaser is hereinafter referred to as
a “Permitted Free Writing Communication.”



          (b) To the extent it would be an Issuer Free Writing Communication, each of the Issuer, TILC
and Trinity consents to the use by the Initial Purchaser of a Free Writing Communication that (a)
contains only information describing the preliminary or final terms of the Offered Notes or the
offering thereof or (b) does not contain any material information about the Issuer, TILC, TRLWT or
Trinity or the securities of any of them that was provided by any of the Issuer, TILC, TRLWT and
Trinity or on behalf of any of them. Any such Free Writing Communication is a Permitted Free
Writing Communication for purposes of this Agreement.




     7. Conditions of the Obligations of the Purchasers. The obligations of the Purchasers to
purchase and pay for the Offered Notes will be subject to the accuracy of the representations and
warranties on the part of the Issuer, TILC and Trinity herein, to the accuracy of the statements of
officers of the Issuer, TILC and Trinity made pursuant to the provisions hereof, to the performance
by each of the Issuer, TILC and Trinity of its obligations hereunder and to the following
additional conditions precedent on or prior to the Closing Date:



          (a) The Purchasers shall have received from Deloitte LLP a letter or letters, dated as of the
date of the Preliminary Offering Circular and as of the Applicable Time, in form and substance
satisfactory to the Initial Purchaser and their counsel, stating in effect that they have performed
certain specified procedures, all of which have been agreed to by the Purchasers, as a result of
which they determined that certain information of an accounting, financial or statistical nature
set forth in the Preliminary Offering Circular and the final Offering Circular agrees with the
corresponding information included on or derived from a certain computer-generated railroad car
lease data file and related record layout, excluding any questions of legal interpretation.




          (b) Subsequent to the execution and delivery of this Agreement, there shall not have
occurred: (i) any change, or any development or event involving a prospective change, in the
condition (financial or other), business, properties or results of operations of the Issuer, TILC,
TRLWT or Trinity and its subsidiaries taken as one enterprise which, in the judgment of a majority
in interest of the Purchasers, including the Initial Purchaser or any of its affiliates, is
material and adverse and makes it impractical or inadvisable to proceed with completion of the
offering or the sale of and payment for the Offered Notes; (ii) any downgrading in the rating of
any debt securities of TILC or Trinity by any “nationally recognized statistical rating
organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public
announcement that any such organization has under surveillance or review its rating of any debt
securities of TILC or Trinity (other than an announcement with positive implications of a possible
upgrading, and no implication of a possible downgrading, of such rating) or any announcement by
such organization that the Issuer, Trinity or TILC has been placed on negative outlook; (iii) any
change in U.S. or international financial, political or economic conditions or currency exchange
rates or exchange controls as would, in the judgment of the majority in interest of the Purchasers
including the Initial Purchaser or any of its affiliates, be likely to prejudice materially the
success of the proposed issue, sale or distribution of the Offered Notes,




-14-









 







whether in the primary
market or in respect of dealings in the secondary market; (iv) any material suspension or material
limitation of trading in securities generally on the New York
Stock Exchange, or any setting of minimum prices for trading on such exchange; (v) any
suspension of trading of any securities of the Issuer, TILC or Trinity or any of its affiliates on
any exchange or in the over-the-counter market; (vi) any banking moratorium declared by U.S.
Federal or New York authorities; (vii) any major disruption of settlements of securities or
clearance services in the United States; or (viii) any attack on, outbreak or escalation of
hostilities or act of terrorism involving the United States, any declaration of war by Congress or
any other national or international calamity or emergency if, in the judgment of majority in
interest of the Purchasers including the Initial Purchaser or any of its affiliates, the effect of
any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical
or inadvisable to proceed with completion of the offering or sale of and payment for the Offered
Notes.




          (c) The Purchasers shall have received opinions, dated the Closing Date, of (i) Vedder Price
P.C., counsel for the Issuer, (ii) the Associate General Counsel and Secretary of Trinity, and
(iii) such other law firms acceptable to the Initial Purchaser and its counsel, to the effect that:





     (i) The Issuer has been duly formed and is an existing limited liability
company in good standing under the laws of the state of Delaware, with power and
authority (as a limited liability company and otherwise) to own its properties and
conduct its business as described in the General Disclosure Package or Additional
Issuer Information; and the Issuer is duly qualified to do business as a foreign
limited liability company in good standing in all other jurisdictions in which its
ownership or lease of property or the conduct of its business requires such
qualification;




     (ii) TRLWT has been duly formed and is an existing Delaware statutory trust in
good standing under the laws of the state of Delaware, with power and authority (as
a statutory trust and otherwise) to own its properties and conduct its business as
described in the General Disclosure Package; and TRLWT is duly qualified to do
business as a statutory trust in good standing in all other jurisdictions in which
its ownership or lease of property or the conduct of its business requires such
qualification;




     (iii) Each of TILC and Trinity has been duly incorporated and is an existing
corporation in good standing under the laws of the state of Delaware, with power and
authority (as a corporation and otherwise) to own its properties and conduct its
business as described in the General Disclosure Package; and each of TILC and
Trinity is duly qualified to do business as a foreign corporation in good standing
in all other jurisdictions in which its ownership or lease of property or the
conduct of its business requires such qualification;




     (iv) The Indenture and the other Transaction Documents have been duly
authorized, executed and delivered by the Issuer, TILC, TRLWT or Trinity, as
applicable; the Offered Notes have been duly authorized, executed,



-15-









 







authenticated,
issued and delivered and conform to the description thereof contained in the Final
Offering Document; and each Transaction Document with respect to which it is a
party, constitutes a valid and legally binding obligation of the Issuer, TILC,
TRLWT or Trinity, as applicable, enforceable against the Issuer, TILC, TRLWT or
Trinity, as applicable, in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors’ rights and to general
equity principles;




     (v) The Indenture creates a valid lien upon all of the Collateral (as defined
in the Indenture) as granted under the Indenture and subject to the lien thereof,
subject only to the exceptions referred to in the Indenture, and will create a
similar lien upon all properties and assets that become part of the Collateral after
the date of such opinion and required to be subjected to the lien of the Indenture,
subject only to the exceptions referred to in the Indenture; the Trustee for the
benefit of the holders of the holders of the Offered Notes from time to time will
have, upon the filing of certain financing statements, a perfected security interest
in the Collateral;




     (vi) Each of the Issuer, TILC, TRLWT and Trinity has been duly incorporated or
formed, and is an existing corporation, statutory trust or limited liability company
in good standing under the laws of the jurisdiction of its incorporation or
formation, as applicable, with power and authority (as a corporation and otherwise)
to own its properties and conduct its business as described in the General
Disclosure Package; and each of the Issuer, TILC, TRLWT and Trinity is duly
qualified to do business as a foreign corporation, statutory trust or limited
liability company in good standing in all other jurisdictions in which its ownership
or lease of property or the conduct of its business requires such qualification if
the failure to be so qualified would materially and adversely affect its ability to
perform its obligations under the Transaction Documents;




     (vii) The Issuer is not and, after giving effect to the offering and sale of
the Offered Notes and the application of the proceeds thereof as described in the
General Disclosure Package, will not be an “investment company” as defined in the
Investment Company Act;




     (viii) No consent, approval, authorization or order of, or filing with, any
governmental agency or body or any court is required for the consummation of the
transactions contemplated by this Agreement in connection with the issuance or sale
of the Offered Notes, except for security interest filings contemplated by the
Transaction Documents and except such as may be required under state securities laws
and except for the filing of a notice of sale on Form D as required by Rule 503 of
Regulation D of the Securities Act;




     (ix) There are no pending actions, suits or proceedings against or affecting
the Issuer, TILC, TRLWT, Trinity or any of their respective



-16-









 







subsidiaries, or any of
their respective properties that, if determined adversely to the Issuer, TILC,
TRLWT, Trinity or any of their respective subsidiaries, would
individually or in the aggregate have a Material Adverse Effect, or would
materially and adversely affect the ability of the Issuer, TILC, TRLWT or Trinity to
perform their respective obligations under the Indenture, this Agreement, or any
other Transaction Document or which are otherwise material in the context of the
sale of the Offered Notes; and no such actions, suits or proceedings are threatened
or, to such counsel’s knowledge, contemplated;




     (x) The execution, delivery and performance of the Indenture, the other
Transaction Documents to which the Issuer, TILC, TRLWT or Trinity is a party, and
this Agreement and the issuance and sale of the Offered Notes and compliance with
the terms and provisions thereof will not result in a breach or violation of any of
the terms and provisions of, or constitute a default under, any statute, any rule,
regulation or order of any governmental agency or body or any court having
jurisdiction over the Issuer, TILC, TRLWT or Trinity or any of their properties, or
any agreement or instrument to which the Issuer, TILC, TRLWT or Trinity is a party
or by which the Issuer, TILC, TRLWT or Trinity is bound or to which any of the
properties of the Issuer, TILC, TRLWT or Trinity is subject, or the organizational
or formation documents of the Issuer, TILC, TRLWT or Trinity, and the Issuer has
full power and authority to authorize, issue and sell the Offered Notes as
contemplated by this Agreement;




     (xi) Such counsel have no reason to believe that the Final Offering Document,
or any amendment or supplement thereto, as of the Applicable Time and as of the
Closing Date, contained any untrue statement of a material fact or omitted to state
any material fact necessary to make the statements therein not misleading; and such
counsel have no reason to believe that the information specified in a schedule, if
any, to such counsel’s letter, which information, when taken together with the
Preliminary Offering Circular, will comprise the General Disclosure Package, as of
the Applicable Time and as of the Closing Date, contained any untrue statement of a
material fact or omitted to state any material fact necessary to make the statements
therein not misleading;




     (xii) This Agreement has been duly authorized, executed and delivered by each
of the Issuer, TILC, TRLWT and Trinity;




     (xiii) It is not necessary in connection with (i) the offer, sale and delivery
of the Offered Notes by the Issuer to the several Purchasers pursuant to this
Agreement, or (ii) the resales of the Offered Notes by the Purchasers in the manner
contemplated by this Agreement, to register the Offered Notes under the Securities
Act or to qualify an indenture in respect thereof under the Trust Indenture Act;




     (xiv) The statements in the Preliminary Offering Circular and the Offering
Circular under the captions “The Issuer”, “The Railcars”, “The Lessees”, “The
Leases”, “The Manager”, “Description of the Management Agreement”,



-17-









 







“Description of
the Administrative Services Agreement”, “Description of the Asset Transfer
Agreement”, “Description of the Offered Notes and Indenture”
and “Description of the Parent Undertaking Agreement”, insofar as they purport
to summarize certain terms of the Offered Notes and the applicable Transaction
Documents, constitute a fair summary of the provisions purported to be summarized;




     (xv) The statements contained in the Preliminary Offering Circular and the
Offering Circular under the captions “ERISA Considerations” and “Certain United
States Federal Income Tax Considerations”, to the extent that they constitute
matters of federal law or legal conclusions with respect thereto, while not
purporting to discuss all possible consequences of investment in the Offered Notes,
are correct in all material respects with respect to those consequences or matters
that are discussed therein;




     (xvi) In the event of a bankruptcy proceeding of the Issuer under the
Bankruptcy Code, a court properly presented with the facts would hold that the
transfer of the Railcars and Leases from TILC to TRLWT and from TRLWT or TILC to the
Issuer and as contemplated by the Transaction Documents prior to such event would
constitute sales, and not secured loans, and that, accordingly, the Railcars and
Leases so transferred and the proceeds thereof would not constitute “property of the
estate” of the seller for purposes of Section 541 of the Bankruptcy Code and would
not as a result of such proceeding be subject to the automatic stay of Section
362(a) of the Bankruptcy Code; and




     (xvii) In the event of a bankruptcy proceeding of TILC or TRLWT under the
Bankruptcy Code, a court properly presented with the facts would not grant an order
substantively consolidating the assets and liabilities of the Issuer with those of
TILC or TRLWT.



          (d) The Purchasers shall have received from Mayer Brown LLP, counsel for the Purchasers, such
opinion or opinions, dated the Closing Date, with respect to the Final Offering Document and the
General Disclosure Package, the exemption from registration for the offer and sale of the Offered
Notes to the several Purchasers and the resales by the several Purchasers as contemplated hereby
and other related matters as the Initial Purchaser may require, and the Issuer shall have furnished
to such counsel such documents as they request for the purpose of enabling them to pass upon such
matters.




          (e) The Purchasers shall have received the opinion or opinions of Morris James LLP, special
counsel to the Trustee, dated the Closing Date, in form and substance reasonably satisfactory to
the Initial Purchaser.




          (f) The Purchasers shall have received a copy of each opinion provided to the Hired NRSRO in
connection with its rating of the Offered Notes, each of which shall state therein that the
Purchasers may rely thereon, in form and substance reasonably satisfactory to the Initial
Purchaser.




-18-









 








          (g) The Purchasers shall have received a certificate, dated the Closing Date, of the
President or any Vice President and a principal financial or accounting officer of each of the
Issuer, Trinity and TILC (it being understood that a certificate of TILC in its capacity as
sole member and manager of the Issuer shall be sufficient for purposes of the Issuer’s compliance
with this requirement) in which such officers, to the best of their knowledge after reasonable
investigation, shall state that (i) the representations and warranties of the Issuer, TILC and
Trinity, as the case may be, in this Agreement are true and correct, that each of the Issuer, TILC
and Trinity has complied with all agreements and satisfied all conditions on its part to be
performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date
of the most recent financial statements of each of the Issuer, TILC and Trinity there has been no
material adverse change, nor any development or event involving a prospective material adverse
change, in the condition (financial or other), business, properties or results of operations of
each of the Issuer, TILC and Trinity and its subsidiaries taken as a whole except as described in
such certificate, (ii) nothing has come to their attention that would lead any of them to conclude
that the General Disclosure Package included any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the statements therein,
under the circumstances in which they were made, not misleading and (iii) since the date of the
Offering Circular there shall not have been any change in the capital stock of Trinity or TILC or
the membership interests of the Issuer, or the long term debt of the Issuer, Trinity or TILC.




          (h) The Purchasers shall have received a letter, dated the date of this Agreement, of
Deloitte LLP which meets the requirements of subsection (a) of this Section, except that the
specified date referred to in such subsection will be a date not more than three (3) days prior to
the Closing Date for the purposes of this subsection.




          (i) On or before the Closing Date, this Agreement, the Offering Document and each Transaction
Document shall be satisfactory in form and substance to the Initial Purchaser, shall have been duly
executed and delivered by the parties thereto (except that the execution and delivery of the
documents referred to above (other than this Agreement) by a party hereto or thereto shall not be a
condition precedent to such party’s obligations hereunder), shall each be in full force and effect
and executed counterparts of each shall have been delivered to the Purchasers or their counsel on
or before the Closing Date.




          (j) Each of Trinity, TILC and the Issuer shall have delivered to the Purchasers a certificate
(it being understood that a certificate of TILC in its capacity as sole member and manager of the
Issuer shall be sufficient for purposes of the Issuer’s compliance with this requirement), dated
the Closing Date, of its secretary certifying its certificate of incorporation, limited liability
company agreement, bylaws or other organizational documents; board or similar resolutions
authorizing the execution, delivery and performance of the Transaction Documents to which it is a
party, as applicable; and the incumbency of all officers that signed any of the Transaction
Documents.




          (k) The Purchasers shall have received a certificate from a nationally recognized insurance
broker with respect to the public liability insurance required by Section 5.04(f) of the Indenture.




-19-









 








          (l) Any Transaction Documents which are required to be executed on or prior to the Closing
Date that have not been executed by the date of this Agreement will be subject to a
condition precedent that requires such agreements to be in form and substance satisfactory to
the Initial Purchaser.




          (m) (i) The Hired NRSRO shall have delivered to the Issuer and the Purchasers a final rating
letter setting forth a rating with respect to the Offered Notes of at least “A” and (ii) subsequent
to the execution and delivery of this Agreement the Hired NRSRO shall not have announced in writing
(which shall include, without limitation, any press release by such organization) that it has under
surveillance or review its rating of any of the Offered Notes (other than an announcement with
positive implications of a possible upgrading, and no implication of a possible downgrading, of
such rating).




          (n) On or prior to the Closing Date, DTC shall have approved as to form the “Regulation S
Temporary Global Note” and the “144A Book-Entry Note” as those terms are defined in the Indenture.




          (o) On or before the Closing Date the Issuer shall have caused the Indenture (or memorandum
thereof) delivered at the Closing Date, to be duly filed, recorded and deposited with the Surface
Transportation Board of the United States of America in conformity with 49 U.S.C. §11301 and with
the Registrar General of Canada pursuant to Section 90 of the Railway Act of Canada, and the Issuer
shall furnish the Purchasers with proof thereof.




          (p) On or before to the Closing Date, the Issuer shall have funded the Liquidity Reserve
Account in the amount required by the Transaction Documents.




     Documents described as being “in the agreed form” are documents which are in the form
reasonably satisfactory to the Initial Purchaser and Mayer Brown LLP.



     The Issuer and TILC will furnish the Purchasers with such conformed copies of such opinions,
certificates, letters and documents as the Purchasers reasonably request. The Initial Purchaser
may in its sole discretion waive, on behalf of any Purchaser, compliance with any conditions to the
obligations of such Purchaser hereunder.



     8. Indemnification and Contribution. (a) The Issuer, TILC and Trinity will jointly and
severally indemnify and hold harmless each Purchaser, its respective officers, partners, members,
directors and affiliates and each person, if any, who controls such Purchaser, within the meaning
of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which the Purchasers may become subject, under the Securities Act or the Exchange Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any breach of any of the representations, warranties and
covenants of the Issuer, TILC or Trinity contained herein or any untrue statement or alleged untrue
statement of any material fact contained in any document comprising a part of the Offering
Document, any Limited Use Issuer Free Writing Communication or any amendment or supplement thereto,
or any related preliminary offering circular or Additional Issuer Information, or arise out of or
are based upon the omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of



-20-









 







the
circumstances under which they were made, not misleading, including, without limitation, any
losses, claims, damages or liabilities arising out of or based upon the Issuer’s, TILC’s or
Trinity’s failure to perform its obligations under Section 5(a) of this Agreement, and will
reimburse the Purchasers for any legal or other expenses reasonably incurred by such Purchaser in
connection with investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that none of the Issuer, TILC or Trinity will be
liable in any such case to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written information furnished to
the Issuer, TILC or Trinity by any Purchaser through the Initial Purchaser specifically for use
therein, it being understood and agreed that the only such information consists of the information
described as such in subsection (b) below.



          (b) Each Purchaser will severally and not jointly indemnify and hold harmless the Issuer,
TILC and Trinity, their respective directors and officers and each person, if any, who controls the
Issuer, TILC or Trinity within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities to which the Issuer, TILC or Trinity may become subject, under the
Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any document comprising a part of the
Offering Document, any Limited Use Issuer Free Writing Communication or any amendment or supplement
thereto, or any related preliminary offering circular, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading,
in each case to the extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in conformity with written
information furnished to the Issuer, TILC or Trinity by such Purchaser through the Initial
Purchaser specifically for use therein, and will reimburse any legal or other expenses reasonably
incurred by the Issuer, TILC or Trinity in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred, it being understood and
agreed that the only such information furnished by any Purchaser consists of the following
information in the Offering Document furnished on behalf of each Purchaser: under the caption “Plan
of Distribution”, the second sentence of the second paragraph, the third paragraph, fourth
paragraph, ninth paragraph, the second and third sentences of the tenth paragraph and the twelfth
paragraph thereunder; provided, however, that the Purchasers shall not be
liable for any losses, claims, damages or liabilities arising out of or based upon the Issuer’s,
TILC’s or Trinity’s failure to perform its obligations under Section 5(a) of this Agreement.




          (c) Each Other Purchaser will severally and not jointly indemnify and hold harmless the
Initial Purchaser, its respective officers, partners, members, directors and affiliates and each
person, if any, who controls the Initial Purchaser, within the meaning of Section 15 of the
Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the
Initial Purchaser may become subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of
or are based upon any breach by such Other Purchaser of the covenants contained in Section 6(a) of
this Agreement, and will reimburse the Initial Purchaser for any legal or other




-21-









 







expenses reasonably
incurred by the Initial Purchaser in connection with investigating or defending any such loss,
claim, damage, liability or action as such expenses are incurred.




          (d) Promptly after receipt by an indemnified party under this Section of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be
made against the indemnifying party under subsection (a), (b) or (c) above, notify the indemnifying
party of the commencement thereof; but the failure to notify the indemnifying party shall not
relieve it from any liability that it may have under subsection (a), (b) or (c) above except to the
extent that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided further that the failure to notify the indemnifying party
shall not relieve it from any liability that it may have to an indemnified party otherwise than
under subsection (a), (b) or (c) above. In case any such action is brought against any indemnified
party and it notifies the indemnifying party of the commencement thereof, the indemnifying party
will be entitled to participate therein and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party (who shall not, except with the consent of the indemnifying party, be
counsel to the indemnified party), and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying party will not be liable
to such indemnified party under this Section for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement of any pending or threatened action in respect of which such
indemnified party is or could have been a party and indemnity could have been sought hereunder by
such indemnified party unless such settlement includes (i) an unconditional release of such
indemnified party from all liability on any claims that are the subject matter of such action and
(ii) does not include a statement as to or an admission of fault, culpability or failure to act by
or on behalf of such indemnified party.




          (e) If the indemnification provided for in this Section is unavailable or insufficient to
hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as
is appropriate to reflect the relative benefits received by the Issuer, TILC, TRLWT and Trinity on
the one hand and the Purchasers on the other from the offering of the Offered Notes or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Issuer, TILC, TRLWT and Trinity on the one hand and the Purchasers on the
other in connection with the statements or omissions which resulted in such losses, claims, damages
or liabilities as well as any other relevant equitable considerations. The relative benefits
received by the Issuer, TILC, TRLWT and Trinity on the one hand and the Purchasers on the other
shall be deemed to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Issuer bear to the total discounts, commissions and fees
received by the Purchasers from the Issuer under this Agreement. The relative fault shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact relates to information
supplied by the Issuer, TILC, TRLWT, Trinity or the Purchasers and the parties’ relative intent,
knowledge, access to information and opportunity to




-22-









 







correct or prevent such untrue statement or
omission. The amount paid by an indemnified party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any
legal or other expenses reasonably incurred by
such indemnified party in connection with investigating or defending any action or claim which
is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), no
Purchaser shall be required to contribute any amount in excess of the total discounts, commissions
and fees received by such Purchaser from the Issuer. The obligations of the Purchasers in this
subsection (e) to contribute are several in proportion to their respective purchase obligations and
not joint.




          (f) If the indemnification provided for in this Section is unavailable or insufficient to
hold harmless an indemnified party under subsection (c) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (c) above in such proportion as is
appropriate to reflect the relative fault of the applicable Other Purchaser on the one hand and the
Initial Purchaser on the other as well as any other relevant equitable considerations. The amount
paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to
in the first sentence of this subsection (f) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating or defending any
action or claim which is the subject of this subsection (f).




          (g) The obligations of the Issuer, TILC and Trinity under this Section shall be in addition
to any liability which the Issuer, TILC or Trinity may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls any Purchaser within the meaning of
the Securities Act or the Exchange Act; and the obligations of the Purchasers under this Section
shall be in addition to any liability which the such Purchaser may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls the Issuer, TILC or
Trinity within the meaning of the Securities Act or the Exchange Act. The obligations of each Other
Purchaser under subsections (c) and (f) above shall be in addition to any liability which such
Other Purchaser may otherwise have and shall extend, upon the same terms and conditions, to each
person, if any, who controls the Initial Purchaser within the meaning of the Securities Act or the
Exchange Act.




     9. Default of Purchasers. If any Purchaser or Purchasers default in their obligations to
purchase Offered Notes hereunder and the aggregate principal amount of Offered Notes that such
defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the total
principal amount of the Offered Notes, the Initial Purchaser may make arrangements satisfactory to
the Issuer for the purchase of such Offered Notes by other persons, including any of the
Purchasers, but if no such arrangements are made by the Closing Date, the non-defaulting Purchasers
shall be obligated severally, in proportion to their respective commitments hereunder, to purchase
the Offered Notes that such defaulting Purchaser or Purchasers agreed but failed to purchase. If
any Purchaser or Purchasers so default and the aggregate principal amount of Offered Notes with
respect to which such default or defaults occur exceeds 10% of the total principal amount of
Offered Notes and arrangements satisfactory to the Initial Purchaser and the Issuer for the
purchase of such Offered Notes by other persons are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the
Issuer, TILC or Trinity, except as provided in Section 10. As used in this Agreement, the



-23-









 







term
“Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will
relieve a defaulting Purchaser from liability for its default.



     10. Survival of Certain Representations and Obligations. The respective indemnities,
agreements, representations, warranties and other statements of the Issuer, TILC, Trinity or their
respective officers and of the several Purchasers set forth in or made pursuant to this Agreement
will remain in full force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Purchaser, the Issuer, TILC, Trinity or any of their
respective representatives, officers or directors or any controlling person, and will survive
delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section
9 or if for any reason the purchase of the Offered Notes by the Purchasers is not consummated, the
Issuer, TILC and Trinity shall remain responsible for the expenses to be paid or reimbursed by them
pursuant to Section 5 and the respective obligations of the Issuer, TILC, Trinity, and the
Purchasers pursuant to Section 8 shall remain in effect. Further, if the purchase of the Offered
Notes by the Purchasers is not consummated for any reason other than solely because of the
termination of this Agreement pursuant to Section 9, the Issuer, TILC or Trinity will reimburse the
Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably
incurred by them in connection with the offering of the Offered Notes.



     11. Notices. All communications hereunder will be in writing and, if sent to the Purchasers
will be mailed, delivered or telegraphed and confirmed to the Purchasers, c/o Credit Suisse
Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Transactions
Advisory Group; if sent to the Issuer, TILC or Trinity, as the case may be, will be mailed,
delivered or telegraphed and confirmed to it at c/o Trinity Industries, Inc., 2525 Stemmons
Freeway, Dallas, Texas 75207, Attention: Vice President Leasing Operations Re: (TRL 2010);
provided, however, that any notice to the Purchasers pursuant to Section 8 will be mailed,
delivered or telegraphed and confirmed to such Purchaser.



     12. Successors. This Agreement will inure to the benefit of and be binding upon the parties
hereto and their respective successors and the controlling persons referred to in Section 8, and no
other person will have any right or obligation hereunder, except that holders of Offered Notes
shall be entitled to enforce the agreements for their benefit contained in the second and third
sentences of Section 5(b) hereof against the Issuer as if such holders were parties thereto.



     13. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same Agreement.



     14. Absence of Fiduciary Relationship. Each of the Issuer, TILC and Trinity acknowledges and
agrees that:



          (a) The Purchasers have been retained solely to act as initial purchasers in connection with
the initial purchase, offering and resale of the Offered Notes and that no fiduciary, advisory or
agency relationship between any of the Issuer, TILC, TRLWT or Trinity or their respective
affiliates, stockholders, creditors or employees, on the one hand, and the Purchasers, on the other
hand, has been created in respect of any of the transactions




-24-









 







contemplated by this Agreement or the
Offering Document, irrespective of whether any Purchaser has advised or is advising the Issuer,
TILC, TRLWT or Trinity on other matters;




          (b) the purchase and sale of the Offered Notes pursuant to this Agreement, including the
determination of the offering price of the Offered Notes and any related discount and commissions,
is an arm’s-length commercial transaction among the Purchasers, the Issuer, TILC and Trinity and
the Issuer, TILC and Trinity are capable of evaluating and understanding, and do understand and
hereby accept, the terms, risks and conditions of the transactions contemplated by this Agreement;




          (c) the Issuer, TILC, TRLWT and Trinity have been advised that the Purchasers and their
affiliates are engaged in a broad range of transactions which may involve interests that differ
from those of the Issuer, TILC, TRLWT and Trinity and that no Purchaser has any obligation to
disclose such interests and transactions to any of the Issuer, TILC, TRLWT or Trinity by virtue of
any fiduciary, advisory or agency relationship; and




          (d) each of the Issuer, TILC or Trinity waives, to the fullest extent permitted by law, any
claims it may have against any Purchaser for breach of fiduciary duty or alleged breach of
fiduciary duty and agrees that no Purchaser shall have any liability (whether direct or indirect)
to any of the Issuer, TILC or Trinity in respect of such a fiduciary duty claim or to any person
asserting a fiduciary duty claim on behalf of or in right of any of the Issuer, TILC or Trinity,
including stockholders, employees or creditors of the Issuer, TILC or Trinity.




     15. Applicable Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the state of New York without regard to principles of conflicts of laws.



     Each of the Issuer, TILC and Trinity hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in any suit or
proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.



     16. No Petition in Bankruptcy. Each Purchaser agrees that, prior to the date which is one
year and one day after the payment in full of all outstanding Offered Notes, such Purchaser will
not institute against, or join any other Person in instituting against, the Issuer an action in
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar
proceeding under the laws of the United States or any state of the United States.



     17. Integration. As to the matters set forth in this Agreement, so long as this Agreement is
in full force and effect, the provisions herein shall supersede any and all prior agreements as to
such subject matter, including, but not limited to, the Engagement Letter.



-25-









 





     If the foregoing is in accordance with the Purchasers’ understanding of our agreement, kindly
sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement
between the Issuer, TILC, Trinity and the Initial Purchaser in accordance with its terms.



	 	 	 	 	 
	 	Very truly yours,



TRINITY RAIL LEASING 2010 LLC,

 	 
	 	By:  	TRINITY INDUSTRIES LEASING COMPANY, as sole member and manager
 	 
	 	 	 
	 	By:  	         /s/  Cary Lance Davis
 	 
	 	 	Name:  	Cary Lance Davis 	 
	 	 	Title:  	Vice President 	 
	 
	 	TRINITY INDUSTRIES LEASING COMPANY

 	 
	 	By:  	/s/  Cary Lance Davis
 	 
	 	 	Name:  	Cary Lance Davis 	 
	 	 	Title:  	Vice President 	 
	 
	 	TRINITY INDUSTRIES, INC.

 	 
	 	By:  	/s/  Gail Peck
 	 
	 	 	Name:  	Gail Peck 	 
	 	 	Title:  	Treasurer 	 



S-1









 






	 	 	 	 	 


The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above
written.




	 	 	 	 	 
	 	CREDIT SUISSE SECURITIES (USA) LLC

 	 
	 	By:  	/s/  Hari Raghavan
 	 
	 	 	Name:  	Hari Raghavan 	 
	 	 	Title:  	Director 	 



S-2









 






	 	 	 	 	 


The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above
written.




	 	 	 	 	 
	 	CREDIT AGRICOLE SECURITIES (USA) INC.

 	 
	 	By:  	/s/  Leo Burrell
 	 
	 	 	Name:  	Leo Burrell 	 
	 	 	Title:  	Managing Director 	 



S-3









 






	 	 	 	 	 


The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above
written.




	 	 	 	 	 
	 	LLOYDS TSB BANK plc

 	 
	 	By:  	/s/  James Walter
 	 
	 	 	Name:  	James Walter 	 
	 	 	Title:  	Director 	 



S-4









 






	 	 	 	 	 


The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above
written.




	 	 	 	 	 
	 	RABO SECURITIES USA, INC.

 	 
	 	By:  	/s/  Kenneth McGrory
 	 
	 	 	Name:  	Kenneth McGrory 	 
	 	 	Title:  	President 	 



S-5









 






	 	 	 	 	 


The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above
written.




	 	 	 	 	 
	 	WELLS FARGO SECURITIES, LLC.

 	 
	 	By:  	/s/  Kevin C. Ryan
 	 
	 	 	Name:  	Kevin C. Ryan 	 
	 	 	Title:  	Director 	 



S-6









 






	 	 	 	 	 



SCHEDULE A




	 	 	 	 	 
	 	 	Principal Amount of	 
	Purchaser	 	Offered Notes	 
	 
	 	 	 	 
	Credit Suisse Securities (USA) LLC
	 	$	349,214,928	 
	Lloyds TSB Bank plc
	 	$	5,000,000	 
	Credit Agricole Securities (USA) Inc.
	 	$	5,000,000	 
	Wells Fargo Securities, LLC
	 	$	5,000,000	 
	Rabo Securities USA, Inc.
	 	$	5,000,000	 
	 
	 	 	 	 
	Total
	 	$	369,214,928	 
	 
	 	 	 






 









 






SCHEDULE B




None.