exv10w2






Exhibit 10.2




$857,048,094




TRIP Rail Master Funding LLC




Secured Railcar Equipment Notes, Series 2011-1




	 	 	 	 	 	 	 	 	 
	Class	 	Principal Amount	 	 	Interest Rate	 
	Class A-1a
	 	$	222,000,000	 	 	 	4.370	%
	Class A-1b
	 	$	125,451,930	 	 	1-Month LIBOR + 2.500	%
	Class A-2
	 	$	509,596,164	 	 	 	6.024	%






NOTE PURCHASE AGREEMENT



June 29, 2011




Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, N.Y. 10010-3629




Dear Sirs:




     1. Introductory. TRIP Rail Master Funding LLC, a special purpose Delaware limited liability
company (the “Issuer”) established as a direct wholly-owned subsidiary of TRIP Rail Holdings LLC
(“TRIP Holdings”) proposes, subject to the terms and conditions stated herein, to issue and sell to
Credit Suisse Securities (USA) LLC (the “Initial Purchaser”) U.S.$222,000,000 principal amount of
its Series 2011-1 Class A-1a Secured Railcar Equipment Notes (the “Class A-1a Notes”),
U.S.$125,451,930 principal amount of its Series 2011-1 Class A-1b Secured Railcar Equipment Notes
(the “Class A-1b Notes”, and, together with the Class A-1a Notes, the “Class A-1 Notes) and
U.S.$509,596,164 of its Series 2011-1 Class A-2 Secured Railcar Equipment Notes (the “Class A-2
Notes”, and, together with the Class A-1 Notes, the “Offered Notes”) to be issued pursuant to the
Master Indenture (the “Master Indenture”), as supplemented by the Series 2011-1 Supplement thereto
(the “Series 2011-1 Supplemental Indenture”, and, together with the Master Indenture, the
"Indenture”), each to be dated as of July 6, 2011, 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, TRIP Holdings and TRIP Leasing. Each
of the Issuer, Trinity Industries Leasing Company, a Delaware corporation (“TILC”) on behalf of
itself and as manager of each of the Issuer, TRIP Holdings and TRIP Rail Leasing LLC (“TRIP
Leasing”, a wholly-owned special purpose finance subsidiary of TRIP Holdings), jointly
and severally, represents and warrants to, and agrees with, the Initial Purchaser that, as of
the date hereof (unless otherwise indicated below):



 









 





          (a) The Issuer has prepared a preliminary offering circular dated June 16, 2011, as
supplemented by a supplement, dated June 20, 2011, and as further supplemented by a supplement,
dated June 27, 2011 (the “Preliminary Offering Circular”), and the Issuer will prepare a final
offering circular dated the date hereof (the “Offering Circular”), in each case relating to the
Offered Notes to be offered by the Initial Purchaser. The preliminary offering circular and the
final 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 12:35 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 or TILC by the Initial
Purchaser or by Credit Suisse International (“CSIN”) 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.



     “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. TRIP Holdings or TRIP Leasing or used or referred to by the
Issuer or TILC, in the form retained in the records of the Issuer or TILC. “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






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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.




          (c) Each of TRIP Leasing and TRIP Holdings has been duly formed and is an existing Delaware
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; and each of TRIP Leasing and TRIP Holdings
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.




          (d) TILC 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 TILC 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, TRIP
Leasing or TRIP Holdings, 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, as applicable, will constitute valid and legally binding direct recourse obligations of the
Issuer, TILC, TRIP Leasing and TRIP Holdings, as applicable, 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, TRIP Leasing or TRIP Holdings, 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




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jurisdiction over the Issuer, TILC, TRIP Leasing or TRIP Holdings or any of their respective
properties, or (ii) any agreement or instrument to which the Issuer, TILC, TRIP Leasing or TRIP
Holdings is a party or by which the Issuer, TILC, TRIP Leasing or TRIP Holdings is bound or to
which any of the properties of the Issuer, TILC, TRIP Leasing or TRIP Holdings are subject, or the
limited liability company agreement or certificate of formation of the Issuer, TRIP Leasing, TRIP
Holdings or the certificate of formation or by-laws of TILC.




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




          (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, TRIP Leasing and TRIP Holdings 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, TRIP Leasing or TRIP Holdings, 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, TRIP Leasing or TRIP
Holdings, as applicable, taken as a whole (“Material Adverse Effect”).




          (k) Except as disclosed in the General Disclosure Package, none of the Issuer, TILC, TRIP
Leasing or TRIP Holdings 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, TRIP Leasing or TRIP Holdings 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, TRIP Leasing or TRIP Holdings or their
respective properties that, if determined adversely to the Issuer, TILC, TRIP Leasing or TRIP
Holdings, would individually or in the aggregate have a Material Adverse Effect, or would
materially and adversely affect the ability of the Issuer, TILC, TRIP Leasing or TRIP Holdings 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





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sale of the Offered Notes; and no such actions, suits or proceedings are threatened or, to the
Issuer’s, TILC’s, TRIP Leasing’s or TRIP Holding’s, knowledge, contemplated.




          (m) Since March 31, 2011, 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 TILC, TRIP Leasing or TRIP Holdings.




          (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 9 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 Initial Purchaser 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, TRIP Leasing or TRIP Holdings, or any of their respective
affiliates, or any person acting on its or their behalf (other than the Initial Purchaser, 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, TRIP Leasing, TRIP
Holdings and their respective affiliates and any person acting on its or their behalf (other than
the Initial Purchaser, 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, TRIP Leasing
or TRIP Holdings 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).







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          (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, TRIP Leasing or TRIP Holdings and any person that would give rise to a valid claim
against the Issuer, TILC, TRIP Leasing or TRIP Holdings, or the Initial 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) TRIP Leasing
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 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) TRIP Leasing 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,
TRIP Leasing or TRIP Holdings 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, TILC, TRIP Leasing or TRIP Holdings, nor any of their respective
subsidiaries nor, to the knowledge of the Issuer, TILC, TRIP Leasing or TRIP Holdings, any
director, officer, agent or employee acting on behalf of the Issuer, TILC, TRIP Leasing or TRIP
Holdings 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, TILC, TRIP Leasing, TRIP Holdings 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, TILC, TRIP Leasing, TRIP Holdings or any of their respective
subsidiaries with respect to the Money






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Laundering Laws is pending or, to the knowledge of the Issuer, TILC, TRIP Leasing or TRIP
Holdings, threatened.




          (z) None of the Issuer, TILC, TRIP Leasing or TRIP Holdings, any of their respective
subsidiaries or, to the knowledge of the Issuer, TILC, TRIP Leasing or TRIP Holdings, any director,
officer, agent, employee or affiliate of the Issuer, TILC, TRIP Leasing or TRIP Holdings or any of
their respective subsidiaries is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and none of the Issuer,
TILC, TRIP Leasing or TRIP Holdings 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, TILC, TRIP Leasing or TRIP Holdings 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, TRIP Leasing, has complied, and as
of the Closing Date, the Issuer will comply, in all material respects with the representations,
certifications and covenants made by TRIP Leasing 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, via a password-protected internet website
established by TILC and maintained by TRIP Holdings, 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. The Issuer and, prior to the formation of the Issuer, TRIP
Holdings and TRIP Leasing shall be solely responsible for compliance with Rule 17g-5 in connection
with the issuance, monitoring and maintenance of the credit rating on the Offered Notes. The
Initial Purchaser is not responsible for compliance with any aspect of Rule 17g-5 in connection
with 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 Initial Purchaser, and the Initial Purchaser agrees to
purchase from the Issuer, at a purchase price of 100% of the principal amount thereof, the
principal amount of Offered Notes set forth opposite the name of the Initial Purchaser 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 Initial Purchaser in reliance on Regulation S (the “Regulation S Notes”),
each 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



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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
Initial Purchaser hereunder and to be offered and sold by the Initial Purchaser in reliance on
Rule 144A under the Securities Act (the “144A Notes”), each 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 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 Initial Purchaser
in Federal (same day) funds by or wire transfer to an account at a bank acceptable to it, on July
6, 2011, 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 June 27, 2011, between the Issuer, TRIP
Holdings, TILC and the Initial Purchaser (the “Engagement Letter”).




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



          (b) The Initial Purchaser 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. The Initial Purchaser
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 the Initial
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 the Initial
Purchaser, its affiliates and all persons acting on its or their behalf have complied and





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will comply with the offering restrictions requirement of Regulation S. The Initial
Purchaser 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 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) The Initial Purchaser 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) The Initial Purchaser 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. The Initial
Purchaser 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) The Initial Purchaser 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) The Initial Purchaser 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 the Initial Purchaser.







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          (g) The Initial Purchaser 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 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.




          (h) 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”) the Initial Purchaser 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, TRIP Holdings and TILC. Each of the Issuer and TILC
jointly and severally agrees with the Initial Purchaser 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 Initial Purchaser, 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






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such statement or omission. Neither the Initial Purchaser’s consent to, nor the delivery by
the Initial Purchaser 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 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, TRIP Leasing or TRIP Holdings by the
Initial Purchaser or by CSIN 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 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. TRIP Holdings will pay the expenses of printing
and distributing to the Initial Purchaser 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 Initial
Purchaser, 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 TRIP Holdings,
the Issuer or TILC will furnish to the Initial Purchaser (i) as soon as available, copies of each
report furnished to TILC or any of its affiliates or shareholders, in the case of the Issuer,
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
shareholders, as the case may be, (ii) copies of each amendment to any of the Transaction
Documents, (iii) copies of all reports and other communications (financial or other) furnished to
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 (iv) from time to time such other






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information as the Initial Purchaser may reasonably request relating to the Issuer, TILC, TRIP
Leasing or TRIP Holdings or any of their respective affiliates, the Offered Notes and the
Transaction Documents. Each of TILC and the Issuer shall make their officers, employees,
independent accountants and legal counsel reasonably available upon request by the Initial
Purchaser.




          (e) During the period of three (3) years after the Closing Date, the Issuer will, upon
request, furnish to the Initial Purchaser 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 neither the Issuer nor TILC
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 or TILC 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 or TILC 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 Initial
Purchaser or to prospective purchasers of the Offered Notes. The Issuer and TILC jointly and
severally will also pay or reimburse the Initial Purchaser (to the extent incurred by it) for all
travel expenses of the Initial Purchaser’s, the Issuer’s, TILC’s, TRIP Leasing’s and TRIP Holdings’
officers and employees and any other expenses of the Initial Purchaser, the Issuer, TILC, TRIP
Leasing or TRIP Holdings in connection with attending or hosting meetings with prospective
purchasers of the Offered Notes from the Initial Purchaser. In addition to the foregoing, but
without duplication, the Issuer or TILC 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 and TILC of the completion of the resale of the Offered
Notes, none of the Issuer, TILC, TRIP Leasing or TRIP Holdings or any of their respective
affiliates has or will, either alone or with one or more other persons, bid for or purchase for any
account in which it or any of its affiliates has a beneficial interest any Offered






-12-









 







Notes or attempt to induce any person to purchase any Offered Notes; and none of the Issuer,
TILC, TRIP Leasing or TRIP Holdings 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 90 days, with respect to the Issuer, and 45 days, with respect to TILC
and TRIP Holdings, after the date of the Offering Circular, none of the Issuer, TILC, TRIP Leasing
or TRIP Holdings 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 debt securities issued, sponsored or
guaranteed by the Issuer, TILC, TRIP Leasing or TRIP Holdings 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, TRIP Leasing or TRIP Holdings 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 TRIP Holdings (the “Indemnitors”) jointly and severally will
indemnify and hold harmless the Initial Purchaser 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, TRIP Holdings 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 TRIP
Holdings, TILC or the Issuer is compelled by law to deduct or withhold such taxes, duties or
charges. In that event, TRIP Holdings, 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 the
Initial 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 the Initial Purchaser’s entitlement to an
exemption for such taxes and withholdings. Furthermore, the Indemnitors hereby request that the
Initial 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, TRIP Leasing or TRIP Holdings, TILC, TRIP Leasing,
TRIP Holdings or the Issuer, as the case may be, shall use its reasonable best efforts to promptly
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, TRIP Leasing and
TRIP Holdings, jointly and severally, represents and agrees that, without the prior consent of the
Initial






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Purchaser, and the Initial Purchaser represents and agrees that, without the prior consent of
TILC, 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 and
TILC 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, TRIP Leasing and
TRIP Holdings or the securities of any of them that was provided by any of the Issuer, TILC, TRIP
Leasing and TRIP Holdings 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 Initial Purchaser. The obligations of the Initial
Purchaser 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, TRIP Leasing and TRIP Holdings,
herein, to the accuracy of the statements of officers of the Issuer and TILC made
pursuant to the provisions hereof, to the performance by each of the Issuer, TILC and TRIP Holdings
of its obligations hereunder and to the following additional conditions precedent on or prior to
the Closing Date:



          (a) The Initial Purchaser 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 Initial Purchaser,
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,
TRIP Leasing or TRIP Holdings and its subsidiaries taken as one enterprise which, in the judgment
of 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 TRIP Holdings
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 TRIP Holdings (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, TILC or TRIP
Holdings has been placed on negative outlook; (iii) any change in U.S. or international financial,
political or economic conditions or currency






-14-









 







exchange rates or exchange controls as would, in the judgment of 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, 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 TRIP Holdings 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 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 Initial Purchaser 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 TILC, 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) Each of TRIP Leasing and TRIP Holdings 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; and each of TRIP Leasing and TRIP Holdings 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;




     (iii) TILC 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 TILC 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;



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     (iv) The Indenture and the other Transaction Documents have been duly
authorized, executed and delivered by the Issuer, TILC, TRIP Leasing or TRIP
Holdings, as applicable; the Offered Notes have been duly authorized, executed,
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, TRIP Leasing or TRIP Holdings, as applicable, enforceable against the Issuer,
TILC, TRIP Leasing or TRIP Holdings, 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, TRIP Leasing and TRIP Holdings 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, TRIP
Leasing and TRIP Holdings is duly qualified to do business as a foreign corporation
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, if any, 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;



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     (ix) There are no pending actions, suits or proceedings against or affecting
the Issuer, TILC, TRIP Leasing, TRIP Holdings, or any of their respective
subsidiaries, or any of their respective properties that, if determined adversely to
the Issuer, TILC, TRIP Leasing, TRIP Holdings, 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, TRIP
Leasing or TRIP Holdings 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, TRIP Leasing or TRIP Holdings 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, TRIP Leasing or TRIP Holdings or
any of their properties, or any agreement or instrument to which the Issuer, TILC,
TRIP Leasing or TRIP Holdings is a party or by which the Issuer, TILC, TRIP Leasing
or TRIP Holdings is bound or to which any of the properties of the Issuer, TILC,
TRIP Leasing or TRIP Holdings is subject, or the organizational or formation
documents of the Issuer, TILC, TRIP Leasing or TRIP Holdings, 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 and TRIP Holdings;




     (xiii) It is not necessary in connection with (i) the offer, sale and delivery
of the Offered Notes by the Issuer to the Initial Purchaser pursuant to this
Agreement, or (ii) the resales of the Offered Notes by the Initial Purchaser 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;



-17-









 






     (xiv) The statements in the Preliminary Offering Circular and the Offering
Circular under the captions “The Issuer”, “The Railcars”, “The Lessees”, “The
Leases”, “TRIP Holdings and TRIP Leasing”, “The Manager”, “Description of the
Management Agreement”, “Description of the Administrative Services Agreement”,
“Description of the Purchase and Contribution Agreement”, “Description of the
Insurance Agreement”, “Description of the Series 2011-1 Hedge Agreement” (excluding
“The Series 2011-1 Hedge Provider”) and “Description of the Offered Notes and
Indenture-Accounts-Liquidity Reserve Account”, 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 TRIP Leasing 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 TRIP Leasing, TRIP Holdings
or TILC 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 TRIP Leasing, TRIP Holdings or TILC.



          (d) The Initial Purchaser shall have received from Mayer Brown LLP, counsel for the Initial
Purchaser, 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 Initial Purchaser and the resales by the Initial Purchaser 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 Initial Purchaser 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.







-18-









 








          (f) The Initial Purchaser shall have received the opinion of Alvord & Alvord, special STB
counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Initial
Purchaser.




          (g) The Initial Purchaser 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 Initial Purchaser may rely thereon, in form and substance reasonably satisfactory to the
Initial Purchaser.




          (h) The Initial Purchaser shall have received a certificate, dated the Closing Date, of the
President or any Vice President or a principal financial or accounting officer of each of the
Issuer, TRIP Leasing, TRIP Holdings and TILC (it being understood that a certificate of TILC on its
own behalf and in its capacity as manager of the sole equity member of the Issuer and TRIP Leasing
shall be sufficient for purposes of the compliance by the Issuer, TRIP Leasing, TRIP Holdings and
TILC with this requirement) in which such officer, to the best of such officer’s knowledge, after
reasonable investigation, shall state that (i) the representations and warranties of the Issuer,
TILC, TRIP Leasing and TRIP Holdings, as the case may be, in this Agreement are true and correct,
that each of the Issuer, TILC, TRIP Leasing and TRIP Holdings 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 TRIP Holdings 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 TRIP Holdings and its
subsidiaries taken as a whole except as described in such certificate, (ii) nothing has come to
such officer’s attention that would lead such officer 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 TRIP Holdings or TILC or the membership
interests of the Issuer, or the long term debt of the Issuer, TRIP Holdings or TILC except as
described in such certificate.




          (i) The Initial Purchaser shall have received a letter, dated the date of this Agreement, of
Deloitte LLP which meets the requirements of subsection (a) of this Section with respect to form
and substance, however, the date of such letter will be a date not more than three (3) days prior
to the Closing Date for the purposes of this subsection.




          (j) 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 Initial Purchaser or its counsel
on or before the Closing Date.




          (k) Each of TILC, TRIP Holdings and the Issuer shall have delivered to the Initial Purchaser
a certificate (it being understood that a certificate of TILC in its capacity as manager






-19-









 







of the sole equity member of the Issuer shall be sufficient for purposes of compliance by the
Issuer and TRIP Holdings 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.




          (l) The Initial Purchaser 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.




          (m) 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.




          (n) (i) The Hired NRSRO shall have delivered to the Issuer, TRIP Leasing and the Initial
Purchaser 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).




          (o) 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.




          (p) 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 Initial Purchaser with proof thereof.




          (q) 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 Initial Purchaser with such conformed copies of such
opinions, certificates, letters and documents as it reasonably requests.



     8. Indemnification and Contribution. (a) The Issuer, TILC and TRIP Holdings will
jointly and severally 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




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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 TRIP Holdings 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 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 TRIP Holdings’ failure to perform its
obligations under Section 5 of this Agreement, and will reimburse the Initial Purchaser for any
legal or other expenses reasonably incurred by it 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 TRIP Holdings 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 TRIP Holdings by
(A) the Initial Purchaser or (B) Credit Suisse International in either case specifically for use
therein, it being understood and agreed that the only such information consists of (X) in the case
of the Initial Purchaser, the information described as such in subsection (b) below and (Y) in the
case of Credit Suisse International, the information in the Offering Document under the caption
“The Series 2011-1 Hedge Provider.”




          (b) The Initial Purchaser will indemnify and hold harmless the Issuer, TILC and TRIP
Holdings, their respective directors and officers and each person, if any, who controls the Issuer,
TILC or TRIP Holdings within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities to which the Issuer, TILC or TRIP Holdings 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 TRIP Holdings by the Initial Purchaser specifically
for use therein, and will reimburse any legal or other expenses reasonably incurred by the Issuer,
TILC or TRIP Holdings 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 the Initial Purchaser consists of the following information in the
Offering Document: under the caption “Plan of Distribution”, the second sentence of the second
paragraph, the third paragraph, the eighth paragraph, the ninth paragraph, the tenth paragraph, the
second and third sentences of the fourteenth paragraph and the sixteenth paragraph
thereunder; provided, however, that the Initial Purchaser shall not be liable
for any losses, claims, damages or liabilities arising out of or based






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upon the Issuer’s, TILC’s or TRIP Holdings’ failure to perform its obligations under Section
5(a) of this Agreement.




          (c) 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) or (b) 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) or (b) 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) or (b) 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.




          (d) 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, TRIP Leasing and TRIP
Holdings on the one hand and the Initial Purchaser 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, TRIP Leasing and TRIP Holdings on the
one hand and the Initial Purchaser 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, TRIP Leasing and TRIP
Holdings on the one hand and the Initial Purchaser 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 Initial Purchaser 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, TRIP
Leasing and TRIP Holdings or the Initial Purchaser and the parties’






-22-









 







relative intent, knowledge, access to information and opportunity to 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 (d) 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 (d). Notwithstanding the provisions of this subsection (d), the Initial Purchaser shall
not be required to contribute any amount in excess of the total discounts, commissions and fees
received by the Initial Purchaser from the Issuer. The obligations of the Initial Purchaser in
this subsection (d) to contribute are several in proportion to their respective purchase
obligations and not joint.




          (e) The obligations of the Issuer, TILC and TRIP Holdings under this Section shall be in
addition to any liability which the Issuer, TILC or TRIP Holdings 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; and the obligations of the
Initial Purchaser under this Section shall be in addition to any liability which it may otherwise
have and shall extend, upon the same terms and conditions, to each person, if any, who controls the
Issuer, TILC or TRIP Holdings within the meaning of the Securities Act or the Exchange Act.




     9. Default of Purchasers. If the Initial Purchaser defaults in its obligations to purchase
Offered Notes hereunder and arrangements satisfactory to 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 the Issuer or TILC, except as provided in Section 10. As
used in this Agreement, the term “Purchaser” includes any person substituted for a Purchaser under
this Section. Nothing herein will relieve the defaulting Initial 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, TRIP Leasing,
TRIP Holdings or their respective officers and of the Initial Purchaser 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 the Initial Purchaser, the Issuer,
TILC, TRIP Leasing, TRIP Holdings 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 Initial Purchaser is not consummated, the Issuer, TILC, TRIP Leasing or TRIP Holdings
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, TRIP Leasing, TRIP Holdings, and the Initial
Purchaser pursuant to Section 8 shall remain in effect. Further, if the purchase of the Offered
Notes by the Initial Purchaser is not consummated for any reason other than solely because of the
termination of this Agreement pursuant to Section 9, the Issuer, TILC, TRIP Leasing or TRIP
Holdings will reimburse the Initial Purchaser 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.



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     11. Notices. All communications hereunder will be in writing and, if sent to the Initial
Purchaser will be mailed, delivered or telegraphed and confirmed to Credit Suisse Securities (USA)
LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Asset Finance Group; if sent to
the Issuer or TILC or, as the case may be, will be mailed, delivered or telegraphed and confirmed
to it at c/o Trinity Industries Leasing Company, 2525 Stemmons Freeway, Dallas, Texas 75207,
Attention: Vice President Leasing Operations Re: (TRIP Rail Master Funding LLC).



     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, TRIP Leasing and TRIP
Holdings acknowledges and agrees that:



          (a) The Initial Purchaser has been retained solely to act as the initial purchaser 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, TRIP Leasing or TRIP
Holdings or their respective affiliates, stockholders, creditors or employees, on the one hand, and
the Initial Purchaser, on the other hand, has been created in respect of any of the transactions
contemplated by this Agreement or the Offering Document, irrespective of whether the Initial
Purchaser has advised or is advising the Issuer, TILC, TRIP Leasing or TRIP Holdings 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 Initial Purchaser, the Issuer and TILC and the
Issuer and TILC 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, TRIP Leasing and TRIP Holdings have been advised that the Initial
Purchaser and its affiliates are engaged in a broad range of transactions which may involve
interests that differ from those of the Issuer, TILC, TRIP Leasing and TRIP Holdings and that the
Initial Purchaser has no obligation to disclose such interests and transactions to any of the
Issuer, TILC, TRIP Leasing or TRIP Holdings by virtue of any fiduciary, advisory or agency
relationship; and




          (d) each of the Issuer, TILC, TRIP Leasing or TRIP Holdings waives, to the fullest extent
permitted by law, any claims it may have against the Initial Purchaser for breach of fiduciary duty
or alleged breach of fiduciary duty and agrees that the Initial Purchaser shall not






-24-









 







have any liability (whether direct or indirect) to any of the Issuer, TILC, TRIP Leasing or
TRIP Holdings 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 TRIP Leasing or TRIP Holdings, including
stockholders, employees or creditors of the Issuer, TILC, TRIP Leasing or TRIP Holdings.




     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, TRIP Leasing and TRIP Holdings hereby submits to the 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. The Initial Purchaser agrees that, prior to the date which is
one year and one day after the payment in full of all outstanding Offered Notes, it 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.



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     If the foregoing is in accordance with the Initial Purchaser’s 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 and TRIP Holdings and the Initial Purchaser in accordance with
its terms.



	 	 	 	 	 
	 	



very truly yours,



TRIP RAIL MASTER FUNDING LLC

 	 
	 	By:  	TRIP RAIL HOLDINGS LLC, its
 	 
	 	 	Manager, by TRINITY INDUSTRIES  	 
	 	 	LEASING COMPANY, its Manager 	 
	 	 	 
	 	By:  	


/s/ C. Lance Davis
 	 
	 	 	Name:  	C. Lance Davis 	 
	 	 	Title:  	Vice President 	 
	 
	 	
TRINITY INDUSTRIES LEASING 

COMPANY

 	 
	 	By:  	/s/ C. Lance Davis
 	 
	 	 	Name:  	C. Lance Davis 	 
	 	 	Title:  	Vice President 	 
	 
	 	
TRIP RAIL HOLDINGS LLC

 	 
	 	By:  	TRINITY INDUSTRIES LEASING 

COMPANY, its Manager
 	 
	 	 	 	 
	 	By:  	

/s/ C. Lance Davis
 	 
	 	 	Name:  	C. Lance Davis 	 
	 	 	Title:  	Vice President 	 
	 
	 	
TRIP RAIL LEASING LLC

 	 
	 	By:  	 TRIP RAIL HOLDINGS LLC,
its 

Manager, by  TRINITY INDUSTRIES
 	 
	 	 	 LEASING COMPANY, its Manager 	 
	 	 	 	 
	 	By:  	                                                                   /s/ C. Lance Davis
 	 
	 	 	Name:  	C. Lance Davis 	 
	 	 	Title:  	Vice President 	 



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/ Scott Corman
 	 
	 	 	Name:  	Scott Corman 	 
	 	 	Title:  	Managing Director 	 



S-2









 






	 	 	 	 	 



SCHEDULE A




	 	 	 	 	 
	 	 	Principal Amount of	 
	Purchaser	 	Offered Notes	 
	Credit Suisse Securities (USA) LLC
	 	$	857,048,094	 
	 
	Total
	 	$	857,048,094	 
	 
	 	 	 






 









 






SCHEDULE B



None.