exv10w4






Exhibit 10.4




 





MASTER INDENTURE




dated as of July 6, 2011



by and between



TRIP RAIL MASTER FUNDING LLC,

a Delaware limited liability company,

as the Issuer of the Equipment Notes,



and



WILMINGTON TRUST COMPANY,

as Indenture Trustee for the Equipment Notes



 




 









 




TABLE
OF CONTENTS



	 	 	 	 	 
	 	 	Page	 
	GRANTING CLAUSES
	 	 	1	 
	 
	ARTICLE I DEFINITIONS
	 	 	8	 
	 
	Section 1.01 Definitions
	 	 	8	 
	Section 1.02 Rules of Construction
	 	 	8	 
	Section 1.03 Compliance Certificates and Opinions
	 	 	9	 
	Section 1.04 Acts of Noteholders
	 	 	10	 
	 
	ARTICLE II THE EQUIPMENT NOTES
	 	 	11	 
	 
	Section 2.01 Authorization, Issuance and Authentication of the Equipment Notes; Amount of Outstanding Principal Balance; Terms; Form; Execution and Delivery
	 	 	11	 
	Section 2.02 Restrictive Legends
	 	 	14	 
	Section 2.03 Note Registrar and Paying Agent
	 	 	16	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	17	 
	Section 2.05 Method of Payment
	 	 	17	 
	Section 2.06 Minimum Denomination
	 	 	18	 
	Section 2.07 Exchange Option
	 	 	18	 
	Section 2.08 Mutilated, Destroyed, Lost or Stolen Equipment Notes
	 	 	20	 
	Section 2.09 Payments of Transfer Taxes
	 	 	20	 
	Section 2.10 Book-Entry Registration
	 	 	20	 
	Section 2.11 Special Transfer Provisions
	 	 	22	 
	Section 2.12 Temporary Definitive Notes
	 	 	25	 
	Section 2.13 Statements to Noteholders
	 	 	25	 
	Section 2.14 CUSIP, CINS and ISIN Numbers
	 	 	26	 
	Section 2.15 Debt Treatment of Equipment Notes
	 	 	26	 
	Section 2.16 Compliance with Withholding Requirements
	 	 	27	 
	Section 2.17 Limitation on Transfers
	 	 	27	 
	 
	ARTICLE III INDENTURE ACCOUNTS; PRIORITY OF PAYMENTS
	 	 	28	 
	 
	Section 3.01 Establishment of Indenture Accounts; Investments
	 	 	28	 
	Section 3.02 Collections Account
	 	 	31	 
	Section 3.03 Withdrawal upon an Event of Default
	 	 	32	 
	Section 3.04 Liquidity Reserve Account; Liquidity Facilities
	 	 	32	 
	Section 3.05 Optional Reinvestment Account
	 	 	33	 
	Section 3.06 Expense Account
	 	 	34	 
	Section 3.07 Series Accounts
	 	 	35	 
	Section 3.08 Redemption/Defeasance Account
	 	 	35	 






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TABLE
OF CONTENTS
(continued)



	 	 	 	 	 
	 	 	Page	 
	Section 3.09 Mandatory Replacement Account
	 	 	35	 
	Section 3.10 Calculations
	 	 	36	 
	Section 3.11 Payment Date Distributions from the Collections Account
	 	 	39	 
	Section 3.12 Voluntary Redemptions
	 	 	42	 
	Section 3.13 Procedure for Redemptions
	 	 	42	 
	Section 3.14 Adjustments in Targeted Principal Balances
	 	 	44	 
	Section 3.15 Liquidity Facilities
	 	 	44	 
	Section 3.16 Hedge Agreements
	 	 	46	 
	 
	ARTICLE IV DEFAULT AND REMEDIES
	 	 	48	 
	 
	Section 4.01 Events of Default
	 	 	48	 
	Section 4.02 Remedies Upon Event of Default
	 	 	50	 
	Section 4.03 Limitation on Suits
	 	 	53	 
	Section 4.04 Waiver of Existing Defaults
	 	 	54	 
	Section 4.05 Restoration of Rights and Remedies
	 	 	54	 
	Section 4.06 Remedies Cumulative
	 	 	54	 
	Section 4.07 Authority of Courts Not Required
	 	 	55	 
	Section 4.08 Rights of Noteholders to Receive Payment
	 	 	55	 
	Section 4.09 Indenture Trustee May File Proofs of Claim
	 	 	55	 
	Section 4.10 Undertaking for Costs
	 	 	55	 
	 
	ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS
	 	 	55	 
	 
	Section 5.01 Representations and Warranties
	 	 	55	 
	Section 5.02 General Covenants
	 	 	61	 
	Section 5.03 Portfolio Covenants
	 	 	67	 
	Section 5.04 Operating Covenants
	 	 	71	 
	 
	ARTICLE VI THE INDENTURE TRUSTEE
	 	 	80	 
	 
	Section 6.01 Acceptance of Trusts and Duties
	 	 	80	 
	Section 6.02 Absence of Duties
	 	 	80	 
	Section 6.03 Representations or Warranties
	 	 	81	 
	Section 6.04 Reliance; Agents; Advice of Counsel
	 	 	81	 
	Section 6.05 Not Acting in Individual Capacity
	 	 	83	 
	Section 6.06 No Compensation from Noteholders
	 	 	83	 
	Section 6.07 Notice of Defaults
	 	 	83	 
	Section 6.08 Indenture Trustee May Hold Securities
	 	 	83	 
	Section 6.09 Corporate Trustee Required; Eligibility
	 	 	84	 
	Section 6.10 Reports by the Issuer
	 	 	84	 






ii









 




TABLE
OF CONTENTS
(continued)



	 	 	 	 	 
	 	 	Page	 
	Section 6.11 Compensation
	 	 	84	 
	Section 6.12 Certain Rights of the Requisite Majority
	 	 	84	 
	 
	ARTICLE VII SUCCESSOR TRUSTEES
	 	 	85	 
	 
	Section 7.01 Resignation and Removal of Indenture Trustee
	 	 	85	 
	Section 7.02 Appointment of Successor
	 	 	85	 
	 
	ARTICLE VIII INDEMNITY
	 	 	86	 
	 
	Section 8.01 Indemnity
	 	 	86	 
	Section 8.02 Noteholders’ Indemnity
	 	 	87	 
	Section 8.03 Survival
	 	 	87	 
	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	87	 
	 
	Section 9.01 Supplemental Indentures Without the Consent of the Noteholders
	 	 	87	 
	Section 9.02 Supplemental Indentures with the Consent of Noteholders
	 	 	88	 
	Section 9.03 Execution of Indenture Supplements and Series Supplements
	 	 	89	 
	Section 9.04 Effect of Indenture Supplements
	 	 	90	 
	Section 9.05 Reference in Equipment Notes to Supplements
	 	 	90	 
	Section 9.06 Issuance of Additional Series of Equipment Notes
	 	 	90	 
	 
	ARTICLE X MODIFICATION AND WAIVER
	 	 	92	 
	 
	Section 10.01 Modification and Waiver with Consent of Holders
	 	 	92	 
	Section 10.02 Modification Without Consent of Holders
	 	 	92	 
	Section 10.03 Consent of Hedge Providers and Liquidity Facility Providers
	 	 	92	 
	Section 10.04 Subordination and Priority of Payments
	 	 	93	 
	Section 10.05 Execution of Amendments by Indenture Trustee
	 	 	93	 
	 
	ARTICLE XI SUBORDINATION
	 	 	93	 
	 
	Section 11.01 Subordination
	 	 	93	 
	 
	ARTICLE XII DISCHARGE OF INDENTURE; DEFEASANCE
	 	 	95	 
	 
	Section 12.01 Discharge of Liability on the Equipment Notes; Defeasance
	 	 	95	 
	Section 12.02 Conditions to Defeasance
	 	 	96	 
	Section 12.03 Application of Trust Money
	 	 	97	 
	Section 12.04 Repayment to the Issuer
	 	 	97	 






iii









 




TABLE
OF CONTENTS
(continued)



	 	 	 	 	 
	 	 	Page	 
	Section 12.05 Indemnity for Government Obligations and Corporate Obligations
	 	 	97	 
	Section 12.06 Reinstatement
	 	 	97	 
	 
	ARTICLE XIII MISCELLANEOUS
	 	 	98	 
	 
	Section 13.01 Right of Indenture Trustee to Perform
	 	 	98	 
	Section 13.02 Waiver
	 	 	98	 
	Section 13.03 Severability
	 	 	98	 
	Section 13.04 Notices
	 	 	98	 
	Section 13.05 Assignments
	 	 	100	 
	Section 13.06 Currency Conversion
	 	 	100	 
	Section 13.07 Application to Court
	 	 	101	 
	Section 13.08 Governing Law
	 	 	102	 
	Section 13.09 Jurisdiction
	 	 	102	 
	Section 13.10 Counterparts
	 	 	102	 
	Section 13.11 No Petition in Bankruptcy
	 	 	102	 
	Section 13.12 Table of Contents, Headings, Etc
	 	 	102	 






	 	 	 
	Schedule	 	Description
	Schedule 1

	 	Account Information






	 	 	 
	Exhibit	 	Description
	Exhibit A-1

	 	Form of Certificate to be Given by Noteholders
	Exhibit A-2

	 	Form of Certificate to be Given by Euroclear or Clearstream
	Exhibit A-3

	 	Form of Certificate to Depository Regarding Interest
	Exhibit A-4

	 	Form of Depositary Certificate Regarding Interest
	Exhibit A-5

	 	Form of Transfer Certificate for Exchange or Transfer from
144A Book-Entry Note to Regulation S Book-Entry Note
	Exhibit A-6

	 	Form of Initial Purchaser Exchange Instructions
	Exhibit A-7

	 	Form of Certificate to be Given by Transferee of Beneficial
Interest in a Regulation S Temporary Book-Entry Note
	Exhibit A-8

	 	Form of Transfer Certificate for Exchange or Transfer from
Unrestricted Book-Entry Note to 144A Book-Entry Note
	Exhibit B

	 	Form of Investment Letter to be Delivered in Connection with
Transfers to Non-QIB Accredited Investors
	Exhibit C-1

	 	Form of Monthly Report






iv









 






	 	 	 
	Exhibit	 	Description
	Exhibit C-2

	 	Form of Annual Report
	Exhibit D

	 	Form of Full Service Lease
	Exhibit E

	 	Form of Net Lease






v









 






     This MASTER INDENTURE, dated as of July 6, 2011 (as modified, amended or supplemented from
time to time by Indenture Supplements, this “Master Indenture”) between TRIP RAIL MASTER FUNDING
LLC, a Delaware limited liability company, as the issuer of the Equipment Notes hereunder (the
“Issuer”), and WILMINGTON TRUST COMPANY, a Delaware trust company, as indenture trustee for each
Series of Equipment Notes (the “Indenture Trustee”).



W I T N E S S E T H:




     WHEREAS, the Issuer and the Indenture Trustee are executing and delivering this Master
Indenture in order to provide for the issuance from time to time by the Issuer of the Equipment
Notes in one or more Series, the Principal Terms of which shall be specified in one or more Series
Supplements to this Master Indenture; and



     WHEREAS, except as otherwise provided herein, the obligations of the Issuer under the
Equipment Notes issued pursuant to this Master Indenture and the other Secured Obligations shall be
secured on a pari passu basis by the Collateral further granted and described below;



     NOW THEREFORE, in consideration of the mutual agreements herein contained, and of other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:



GRANTING CLAUSES



     The Issuer hereby pledges, transfers, assigns, and otherwise conveys to the Indenture Trustee
for the benefit and security of the Noteholders and other Secured Parties, and grants to the
Indenture Trustee for the benefit and security of the Noteholders and other Secured Parties a
security interest in and Encumbrance on, all of the Issuer’s right, title and interest, whether now
existing or hereafter created or acquired and wherever located, in, to and under the assets and
property described below (collectively, the “Collateral”):



     (a) each Issuer Document, in each case, as such agreements may be amended, amended and
restated, supplemented or otherwise modified from time to time (collectively, the “Assigned
Agreements”);



     (b) (i) all Railcars described on a schedule to a Series Supplement, together with all other
Railcars conveyed to the Issuer from time to time, whether pursuant to an Asset Transfer Agreement
or otherwise, and any and all substitutions and replacements therefor, (ii) all licenses,
manufacturer’s warranties and other warranties, Supporting Obligations (including in respect of any
related Lease), Payment Intangibles, Accounts, Instruments, Chattel Paper (including the Leases
described on a schedule to a Series Supplement and any other related Leases of the Railcars and all
related Lease Payments), General Intangibles and all other rights and obligations related to any
such aforementioned Assigned Agreement, Railcars or Leases, including, without limitation, all
rights, powers, privileges, options and other benefits of the Issuer to receive moneys and other
property due and to become due under or pursuant to such Assigned Agreements, such Railcars or
Leases, including, without limitation, all rights, powers, privileges, options and other benefits
to receive and collect rental payments, income, revenues, profits and other amounts, payments,
tenders or security (including any cash collateral) from any other party



 









 




thereto (including, in the case of related Leases, from the Lessees thereunder), (iii) all
rights, powers, privileges, options and other benefits of the Issuer to receive proceeds of any
casualty insurance, condemnation award, indemnity, warranty or guaranty with respect to such
Assigned Agreements, Railcars or Leases, (iv) all claims of the Issuer for damages arising out of
or for breach of or default under any Assigned Agreement or in respect of any related Lease, and
(v) the rights, powers, privileges, options and other benefits of the Issuer to perform under each
Assigned Agreement and related Lease, to compel performance and otherwise exercise all remedies
thereunder and to terminate each Assigned Agreement and related Lease;




     (c) all (i) Railroad Mileage Credits allocable to such Railcars and any payments in respect of
such credits, (ii) tort claims or any other claims of any kind or nature related to such Railcars
and any payments in respect of such claims, (iii) SUBI Certificates evidencing a 100% special unit
of beneficial interest in the Trinity Marks related to such Railcars and (iv) other payments owing
by any Person (including any railroads or similar entities) in respect of or attributable to such
Railcars or the use, loss, damage, casualty, condemnation of such Railcars or the Marks associated
therewith, in each case whether arising by contract, operation of law, course of dealing, industry
practice or otherwise;



     (d) all Indenture Accounts (other than Series Accounts) and all Investment Property therein
(including, without limitation, all (i) securities, whether certificated or uncertificated, (ii)
Security Entitlements, (iii) Securities Accounts, (iv) commodity contracts and (v) commodity
accounts) in which the Issuer has now, or acquires from time to time hereafter, any right, title or
interest in any manner, and the certificates or instruments, if any, representing or evidencing
such investment property, and all dividends, distributions, return of capital, interest, cash,
instruments and other property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such investment property with respect thereto,
including, without limitation, any Permitted Investments purchased with funds on deposit in any
Indenture Accounts, and all income from the investment of funds therein;



     (e) all insurance policies maintained by the Issuer or for its benefit (including, without
limitation, all insurance policies maintained by the Manager or the Insurance Manager for the
benefit of the Issuer) covering all or any portion of the Collateral, and all payments thereon or
with respect thereto;



     (f) all other Accounts, Chattel Paper, commercial tort claims (as defined in the UCC),
documents (as defined in the UCC), equipment (as defined in the UCC), General Intangibles,
Instruments, inventory (as defined in the UCC), letter-of-credit rights (as defined in the UCC),
and Supporting Obligations; and



     (g) all Proceeds, accessions, profits, products, income benefits, substitutions and
replacements, whether voluntary or involuntary, of and to any of the property of the Issuer
described in the preceding clauses (including, without limitation, the Issuer’s claims for
indemnity thereunder and payments with respect thereto).


Such Security Interests are made in trust and subject to the terms and conditions of this Master
Indenture as collateral security for the payment and performance in full by the Issuer of all
Outstanding Obligations and for the prompt payment in full by the Issuer of the respective






2









 







amounts due and the prompt performance in full by the Issuer of all of its other obligations, in
each case, under the Issuer Documents, the Equipment Notes, any Liquidity Facility Documents
(except for any Liquidity Facility Documents that are identified in a Series Supplement as being
excluded from the Secured Obligations), the Hedge Agreements and the other Operative Agreements to
which the Issuer is a party (collectively, the “Secured Obligations”), all as provided in this
Master Indenture.




     For the avoidance of doubt it is expressly understood and agreed that, to the extent the UCC
is revised subsequent to the date hereof such that the definition of any of the foregoing terms
included in the description of Collateral is changed, the parties hereto desire that any property
which is included in such changed definitions which would not otherwise be included in the
foregoing grant on the date hereof be included in such grant immediately upon the effective date of
such revision.



     The Indenture Trustee acknowledges such Security Interests, accepts the duties created hereby
in accordance with the provisions hereof and agrees to hold and administer all Collateral for the
use and benefit of all present and future Secured Parties.



     The Issuer hereby irrevocably authorizes the Indenture Trustee at any time, and from time to
time, to file, without the signature of the Issuer, in any filing office in any UCC jurisdiction
necessary or desirable to perfect the Security Interests granted herein, any initial financing
statements, continuation statements and amendments thereto that (i) indicate or describe the
Collateral regardless of whether any particular asset constituting Collateral falls within the
scope of Article 9 of the UCC in the same manner as described herein or in any other manner as the
Indenture Trustee may determine in its sole discretion is necessary or desirable to ensure the
perfection of the Security Interests granted herein, or (ii) provide any other information required
by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement,
continuation statement or amendment, including whether the Issuer is an organization, the type of
organization and any organization identification number issued to the Issuer. The Issuer agrees to
furnish the information described in clause (ii) of the preceding sentence to the Indenture Trustee
promptly upon the Indenture Trustee’s request. Nothing in the foregoing shall be deemed to create
an obligation of the Indenture Trustee to file any financing statement, continuation statements or
amendment thereto.



     1. Priority. The Issuer intends the Security Interests in favor of the Indenture
Trustee to be prior to all other Encumbrances in respect of the Collateral, and the Issuer has
taken and shall take or cause to be taken all actions necessary to obtain and maintain, in favor of
the Indenture Trustee, for the benefit of the Noteholders and other Secured Parties, a first
priority, perfected security interest in the Collateral, to the extent that perfection can be
achieved by the filing of a UCC-1 financing statement in any UCC jurisdiction and/or other similar
filings with the STB. With respect to Leases related to Portfolio Railcars where the Lessee
thereunder is a Canadian resident, the Issuer has taken and shall take or cause to be taken all
actions necessary or advisable to obtain and maintain, in favor of the Indenture Trustee, a first
priority, perfected security interest in the related Railcars including, without limitation, making
all such filings, registrations and recordings with the Registrar General of Canada as are
necessary or advisable to obtain and maintain a first priority, perfected security interest in such
Railcars. Notwithstanding the foregoing, the Issuer shall not be required to make any filings,
registrations



3









 




or recordation in Mexico or under any Provincial Personal Property Security Act or other
non-federal legislation in Canada. The Indenture Trustee shall have all of the rights, remedies
and recourses with respect to the Collateral afforded a secured party under all applicable law in
addition to, and not in limitation of, the other rights, remedies and recourses granted to the
Indenture Trustee by this Master Indenture or any law relating to the creation and perfection of
security interests in the Collateral.




     2. Continuance of Security.



     (a) Except as otherwise provided under “Releases” below, the Security Interests created under
this Master Indenture shall remain in force as continuing security to the Indenture Trustee, for
the benefit of the Noteholders and other Secured Parties, until the repayment and performance in
full of all Secured Obligations, notwithstanding any intermediate payment or satisfaction of any
part of the Secured Obligations or any settlement of account or any other act, event or matter
whatsoever, and shall secure Secured Obligations, including, without limitation, the ultimate
balance of the moneys and liabilities hereby secured.



     (b) No assurance, security or payment which may be avoided or adjusted under the law,
including under any enactment relating to bankruptcy or insolvency and no release, settlement or
discharge given or made by the Indenture Trustee on the faith of any such assurance, security or
payment, shall prejudice or affect the right of the Indenture Trustee to recover the Secured
Obligations from the Issuer (including any moneys which it may be compelled to pay or refund under
the provisions of any applicable insolvency legislation of any applicable jurisdiction and any
costs payable by it pursuant to or otherwise incurred in connection therewith) or to enforce the
Security Interests granted under this Master Indenture to the full extent of the Secured
Obligations and accordingly, if any release, settlement or discharge is or has been given hereunder
and there is subsequently any such avoidance or adjustment under the law, it is expressly
acknowledged and agreed that such release, settlement or discharge shall be void and of no effect
whatsoever.



     (c) If the Indenture Trustee shall have grounds in its absolute discretion acting in good
faith for believing that the Issuer may be insolvent pursuant to the provisions of any applicable
insolvency legislation in any relevant jurisdiction as at the date of any payment made by the
Issuer to the Indenture Trustee (provided that the Indenture Trustee shall have no duty to inquire
or investigate and shall not be deemed to have knowledge of same absent written notice received by
a responsible officer of the Indenture Trustee), the Indenture Trustee shall retain the Security
Interests contained in or created pursuant to this Master Indenture until the expiration of a
period of one month plus such statutory period within which any assurance, security, guarantee or
payment can be avoided or invalidated after the payment and discharge in full of all Secured
Obligations notwithstanding any release, settlement, discharge or arrangement which may be given or
made by the Indenture Trustee on, or as a consequence of, such payment or discharge of liability,
provided that, if at any time within such period, the Issuer shall commence a voluntary winding-up
or other voluntary case or other proceeding under any bankruptcy, reorganization, liquidation or
insolvency law or statute now or hereafter in effect in any jurisdiction seeking liquidation,
reorganization or other relief with respect to the Issuer or the Issuer’s debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or
seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other



4









 




similar official of the Issuer or any substantial part of its property or if the Issuer shall
consent to any such relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against the Issuer, or making a general assignment
for the benefit of any creditor of the Issuer under any bankruptcy, reorganization, liquidation or
insolvency law or statute now or hereafter in effect in any jurisdiction, the Indenture Trustee
shall continue to retain such Security Interest for such further period as the Indenture Trustee
may reasonably determine on advice of counsel and such Security Interest shall be deemed to have
continued to have been held as security for the payment and discharge to the Indenture Trustee of
all Secured Obligations.




     3. No Transfer of Duties. The Security Interests granted hereby are granted as
security only and shall not (i) transfer or in any way affect or modify, or relieve the Issuer
from, any obligation to perform or satisfy any term, covenant, condition or agreement to be
performed or satisfied by the Issuer under or in connection with this Master Indenture or any
Issuer Document or any Collateral or (ii) impose any obligation on any of the Secured Parties or
the Indenture Trustee to perform or observe any such term, covenant, condition or agreement or
impose any liability on any of the Secured Parties or the Indenture Trustee for any act or omission
on the part of the Issuer relative thereto or for any breach of any representation or warranty on
the part of the Issuer contained therein or made in connection therewith unless otherwise expressly
provided therein.



     4. Collateral.



     (a) Generally. On each Closing Date, all Instruments, Chattel Paper, Securities or
other documents, including, without limitation, any Chattel Paper Originals evidencing the Leases
described on a schedule to a Series Supplement, and SUBI Certificates, representing or evidencing
Collateral shall be delivered to and held by or on behalf of the Indenture Trustee on behalf of the
Secured Parties pursuant hereto all in form and substance reasonably satisfactory to the Indenture
Trustee. Subject to subsections (c) and (d) under this heading, until the termination of the
Security Interest granted hereby, if the Issuer shall acquire (by purchase, contribution,
substitution, replacement or otherwise) any additional Collateral evidenced by Instruments or
Chattel Paper at any time or from time to time after the date hereof, the Issuer shall promptly
pledge and deposit the Collateral so evidenced as security for the Secured Obligations with the
Indenture Trustee and deliver same to the custodial possession of the Indenture Trustee, and the
Indenture Trustee shall accept under this Master Indenture such delivery.



     (b) Safekeeping. The Indenture Trustee agrees to maintain the Collateral received by
it (including possession of the Chattel Paper Originals) and all records and documents relating
thereto at such address or addresses as may from time to time be specified by the Indenture Trustee
in writing to each Secured Party and the Issuer. The Indenture Trustee shall keep all Collateral
and related documentation in its possession separate and apart from all other property that it is
holding in its possession and from its own general assets and shall maintain accurate records
pertaining to the Permitted Investments and Indenture Accounts included in the Collateral in such a
manner as shall enable the Indenture Trustee, the Secured Parties and the Issuer to verify the
accuracy of such record keeping. The Indenture Trustee’s books and records shall at all times show
that to the extent that any Collateral is held by the Indenture Trustee such Collateral shall be
held as agent of and custodian for the Secured Parties and is not the property



5









 




of the Indenture Trustee. The Indenture Trustee will promptly report to each Secured Party
and the Issuer any failure on its part to hold the Collateral as provided in this subsection and
will promptly take appropriate action to remedy any such failure.




     (c) Limitation on Non-Severable Mixed Riders. The percentage of Portfolio Railcars in
the aggregate (measured by Adjusted Value) contained on Non-Severable Mixed Riders shall not exceed
ten percent (10%) of the Portfolio Railcars in the aggregate (measured by Adjusted Value).



     (d) Custody of Leases. At the request of the Issuer from time to time, the parties
shall implement a custodial arrangement with respect to Non-Severable Mixed Riders whereby
Wilmington Trust Company, as custodian (or any other financial institution or trust company
reasonably satisfactory to the parties hereto) will maintain custody of the original of such
Non-Severable Mixed Riders for the benefit of the Secured Parties and any owner (other than the
Issuer) of a railcar covered by such Non-Severable Rider, as their interests may appear. Such
custodial arrangement will be evidenced by a custodial agreement to contain terms and conditions
reasonably satisfactory to the Issuer and the Indenture Trustee.



     (e) Notifications. The Indenture Trustee at the expense of the Issuer shall promptly
forward to the Issuer and the Manager a copy of each notice, request, report, or other document
relating to any Issuer Document included in the Collateral that is received by a Responsible
Officer of the Indenture Trustee from any Person other than the Issuer or the Manager on and after
the Closing Date



     (f) Releases. If at any time all or any part of the Collateral is to be sold,
transferred, assigned or otherwise disposed of by the Issuer or the Indenture Trustee or any Person
on its or their behalf (but in any such case only as required or permitted by the Operative
Agreements), the Indenture Trustee upon receipt of written notice from the Issuer, which notice
shall be delivered at least five (5) Business Days prior to such sale, transfer, assignment or
disposal, on or prior to the date of such sale, transfer, assignment or disposal (but not to be
effective until the date of such sale, transfer, assignment or disposal) (or, in the case of a
Lessee’s exercise of a purchase option, on, immediately prior to or after the date of such
purchase, as may be requested by the Issuer), at the expense of the Issuer, execute such
instruments of release prepared by the Issuer, in recordable form, if necessary, in favor of the
Issuer or any other Person as the Issuer may reasonably request, deliver the relevant part of the
Collateral in its possession to the Issuer, otherwise release the Security Interest evidenced by
this Master Indenture on such Collateral and release and deliver such Collateral to the Issuer and
issue confirmation, to the relevant purchaser, transferee, assignee, insurer, and such other
Persons as the Issuer may direct, upon being requested to do so by the Issuer, that the relevant
Collateral is no longer subject to the Security Interests. Any such release to the Issuer shall be
deemed to release or reassign as appropriate in respect of the Collateral such grants and
assignments arising hereunder.



     At the request of the Issuer, upon the payment in full of all Secured Obligations, including,
without limitation, the payment in full in cash of all unpaid principal of and accrued interest on
the Equipment Notes and all actual and contingent amounts (other than inchoate indemnification
amounts) payable under the Hedge Agreements, the Indenture Trustee shall release the Security
Interests in the Portfolio and the other Collateral hereunder. In connection



6









 




therewith, the Indenture Trustee agrees, at the expense of the Issuer and without the
necessity of any consent from any Secured Party, to execute such instruments of release, in
recordable form if necessary, in favor of the Issuer as the Issuer may reasonably request in
respect of the release of such Portfolio and other Collateral from the Security Interests, and to
otherwise release the security interests evidenced by this Master Indenture in and with respect to
such Collateral to the Issuer and to issue confirmation to such Persons as the Issuer may direct,
upon being requested to do so by the Issuer, that such Collateral is no longer subject to the
Security Interests.




     In connection with an Optional Redemption, concurrently with the deposit of the Redemption
Price into the Redemption/Defeasance Account, if such Optional Redemption shall effect a redemption
in whole of a Series of Equipment Notes then Outstanding, the Indenture Trustee shall be deemed to
have been authorized to permit a release of Collateral in accordance with this paragraph. In order
to effect any such Collateral release, the Manager on behalf of the Issuer will identify in a
Release Identification Letter a pool of individual Railcars and Leases (i) that were originally
acquired by the Issuer on or prior to the issuance date of the Series being redeemed or substituted
therefor, and (ii) that if such pool were released from the lien of this Master Indenture, would
not result in (A) the Issuer being in violation of the Concentration Limits immediately after such
proposed release of Collateral, (B) the Issuer’s remaining portfolio of Railcars immediately after
such proposed release of Collateral having an average age which is more than twenty percent (20%)
greater than the average age of the Issuer’s portfolio of Railcars immediately prior to such
proposed release of Collateral, (C) the Issuer’s remaining portfolio of Leases immediately after
such proposed release of Collateral having an average remaining term which is less than eighty
percent (80%) of the average remaining term of the Issuer’s portfolio of Leases immediately prior
to such proposed release of Collateral, (D) the Book LTV Ratio immediately after such proposed
release of Collateral being greater than the Book LTV Ratio immediately prior to such proposed
release of Collateral and (E) the Current LTV Ratio immediately after such proposed release of
Collateral being greater than the Current LTV Ratio immediately prior to such proposed release of
Collateral. For this purpose:



     “Release Identification Letter” means a letter from the Manager (on behalf of the Issuer)
addressed to the Indenture Trustee that identifies a pool of Railcars and Leases referred to in the
preceding paragraph and certifies as to the satisfaction of the conditions in clause (ii) of the
preceding paragraph. The Indenture Trustee shall be entitled to rely conclusively and exclusively
on a Release Identification Letter without further investigation in connection with any release
contemplated by the preceding paragraph.



     “Book LTV Ratio” means, as of any date of determination, a ratio equivalent to a fraction, the
numerator of which is the Outstanding Principal Balance of the Equipment Notes as of such date of
determination, and the denominator of which is the aggregate Adjusted Value of the Portfolio
Railcars as of such date of determination.



     “Current LTV Ratio” means, as of any date of determination, a ratio equivalent to a fraction,
the numerator of which is the Outstanding Principal Balance of the Equipment Notes as of such date
of determination, and the denominator of which is the aggregate Special Appraised Value of the
Portfolio Railcars as of such date of determination.



7









 





     “Special Appraised Value” means the value assigned to the Railcars by Rail Solutions, Inc. or
another independent railcar appraiser that is of comparable standing and reputation in the good
faith judgment of the Manager, as performed no earlier than ninety (90) days prior to the release
date and obtained by the Manager at the cost of the Issuer.



     5. Exercise of the Issuer’s Rights Concerning the Management Agreement. The Issuer
hereby agrees that, whether or not an Event of Default has occurred and is continuing, so long as
this Master Indenture has not been terminated and the Security Interests on the Collateral
released, the Indenture Trustee (acting at the Direction of the Requisite Majority) shall have the
exclusive right to exercise and enforce all of the rights of the Issuer set forth in Sections 8.2,
8.3, 8.5 (other than the right to propose the list of replacement managers pursuant to Section
8.5(b)) and 8.6 of the Management Agreement (including, without limitation, the rights to deliver
all notices, declare a Manager Termination Event, terminate the Management Agreement, elect to
replace the Manager and/or elect to appoint a Successor Manager and select any replacement Manager,
and the right to increase the Management Fee and/or add an incentive fee payable to any such
Successor Manager); provided that so long as no Event of Default has occurred and is continuing,
the Issuer shall retain the non-exclusive right to approve the list of proposed replacement
Managers (such approval not to be unreasonably withheld or delayed) and to deliver notices under
Section 8.2 of the Management Agreement and declare a Manager Termination Event thereunder. In
furtherance of the foregoing, the Issuer hereby irrevocably appoints the Indenture Trustee as its
attorney-in-fact to exercise all rights described in this Granting Clause provision in its place
and stead.



ARTICLE I




DEFINITIONS



     Section 1.01 Definitions. For purposes of this Master Indenture, the terms set forth
in Annex A hereto shall have the meanings indicated in such Annex A.



     Section 1.02 Rules of Construction. Unless the context otherwise requires:



          (a) A term has the meaning assigned to it and an accounting term not otherwise defined has the
meaning assigned to it in accordance with U.S. GAAP.




          (b) The terms “herein”, “hereof” and other words of similar import refer to this Master
Indenture as a whole and not to any particular Article, Section or other subdivision.




          (c) Unless otherwise indicated in context, all references to Articles, Sections, Appendices,
Exhibits or Annexes refer to an Article or Section of, or an Appendix, Exhibit or Annex to, this
Master Indenture.




          (d) Words of the masculine, feminine or neuter gender shall mean and include the correlative
words of other genders, and words in the singular shall include the plural, and vice versa.




          (e) The terms “include”, “including” and similar terms shall be construed as if followed by
the phrase “without limitation”.







8









 








          (f) References in this Master Indenture to an agreement or other document (including this
Master Indenture) mean the agreement or other document and all schedules, exhibits, annexes and
other materials that are part of such agreement and include references to such agreement or
document as amended, supplemented, restated or otherwise modified in accordance with its terms and
the provisions of this Master Indenture, and the provisions of this Master Indenture apply to
successive events and transactions.




          (g) References in this Master Indenture to any statute or other legislative provision shall
include any statutory or legislative modification or re-enactment thereof, or any substitution
therefor.




          (h) References in this Master Indenture to the Equipment Notes of any Series include the terms
and conditions applicable to the Equipment Notes of such Series; and any reference to any amount of
money due or payable by reference to the Equipment Notes of any Series shall include any sum
covenanted to be paid by the Issuer under this Master Indenture and the related Series Supplement
in respect of the Equipment Notes of such Series.




          (i) References in this Master Indenture to any action, remedy or method of judicial proceeding
for the enforcement of the rights of creditors or of security shall be deemed to include, in
respect of any jurisdiction other than the State of New York, references to such action, remedy or
method of judicial proceeding for the enforcement of the rights of creditors or of security
available or appropriate in such jurisdiction as shall most nearly approximate such action, remedy
or method of judicial proceeding described or referred to in this Master Indenture.




          (j) Where any payment is to be made, funds applied or any calculation is to be made hereunder
on a day which is not a Business Day, unless this Master Indenture or any other Operative
Agreement otherwise provides, such payment shall be made, funds applied and calculation made on the
next succeeding Business Day, and payments shall be adjusted accordingly.




          (k) For purposes of determining the balance of amounts credited to and/or deposited in an
Indenture Account, the “value” of Permitted Investments deposited in and/or credited to an
Indenture Account shall be the lower of the acquisition cost thereof and the then fair market value
thereof and the “value” of Dollars and cash equivalents of Dollars (other than cash equivalents of
Dollars included in the definition of Permitted Investments) shall be the face value thereof.




     Section 1.03 Compliance Certificates and Opinions. Upon any application or request by
the Issuer to the Indenture Trustee to take any action under any provision of this Master Indenture
or any Series Supplement, the Issuer shall furnish to the Indenture Trustee an Officer’s
Certificate stating that, in the opinion of the signers thereof, all conditions precedent, if any,
provided for in this Master Indenture and/or such Series Supplement relating to the proposed action
have been complied with, and, if requested by the Indenture Trustee, an Opinion of Counsel stating
that, in the opinion of such counsel, all such conditions precedent, if any, have been complied
with, except that in the case of any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Master Indenture



9









 




relating to such particular application or request, no additional certificate or opinion need
be furnished.




     Every certificate or opinion with respect to compliance with a condition or covenant provided
for in this Master Indenture, any Series Supplement or any Indenture Supplement shall include:



          (a) a statement that each individual signing such certificate or opinion has read such
covenant or condition and the definitions in this Master Indenture, such Series Supplement and/or
such Indenture Supplement relating thereto;




          (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;




          (c) a statement that, in the opinion of each such individual, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to whether or not
such covenant or condition has been complied with; and




          (d) a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with.




     Section 1.04 Acts of Noteholders.



          (a) Any direction, consent, waiver or other action provided by this Master Indenture in
respect of the Equipment Notes of any Series or Class or the Collateral to be given or taken by
the Indenture Trustee at the Direction of Noteholders (including a Control Party or a Requisite
Majority) may be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Noteholders, Control Party or Requisite Majority, as applicable, in person or
by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the
Indenture Trustee, to each Rating Agency where it is hereby expressly required pursuant to this
Master Indenture and to the Issuer. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders,
Control Party or Requisite Majority signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be sufficient for any purpose
under this Master Indenture and any Series Supplement and conclusive in favor of the Indenture
Trustee or the Issuer, if made in the manner provided in this Section.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the certificate of any notary public or other officer of any jurisdiction authorized to
take acknowledgments of deeds or administer oaths that the Person executing such instrument
acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer and where such execution is by an officer of a
corporation or association, trustee of a trust or member of a partnership, on behalf of such
corporation, association, trust or partnership, such certificate or affidavit shall also constitute
sufficient proof of his authority. The fact and date of the execution of any such






10









 







instrument or writing, or the authority of the Person executing the same, may also be proved
in any other reasonable manner that the Indenture Trustee deems sufficient.




          (c) In determining whether Noteholders, any Control Party or any Requisite Majority shall have
given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of
the foregoing may be referred to as a “Direction”) under this Master Indenture or any Series
Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof),
Equipment Notes legally or beneficially owned by any Issuer Group Member shall be disregarded and
deemed not to be Outstanding for purposes of any such determination. In determining whether the
Indenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that
a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so
disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100%
of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as
aforesaid.




          (d) The Issuer may at its option, by delivery of an Officer’s Certificate to the Indenture
Trustee, set a record date other than the Record Date to determine the Noteholders in respect of
the Equipment Notes of any Series entitled to give any Direction in respect of such Equipment
Notes. Such record date shall be the record date specified in such Officer’s Certificate which
shall be a date not more than 30 days prior to the first solicitation of Noteholders in connection
therewith. If such a record date is fixed, such Direction may be given before or after such record
date, but only the Noteholders of record of such Series at the close of business on such record
date shall be deemed to be Noteholders for the purposes of determining whether Noteholders of the
requisite proportion of Outstanding Equipment Notes of such Series have authorized or agreed or
consented to such Direction, and for that purpose the Outstanding Equipment Notes of such Series
shall be computed as of such record date; provided that no such Direction by the Noteholders on
such record date shall be deemed effective unless it shall become effective pursuant to the
provisions of this Master Indenture not later than one year after the record date.




          (e) Any Direction or other action by a Holder of an Equipment Note (including a Control Party
or a Requisite Majority) shall bind the Holder of every Equipment Note issued upon the transfer
thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made
upon such Equipment Note.




ARTICLE II




THE EQUIPMENT NOTES



     Section 2.01 Authorization, Issuance and Authentication of the Equipment Notes; Amount of
Outstanding Principal Balance; Terms; Form; Execution and Delivery.



          (a) The number of Series which may be created by this Master Indenture is not limited.




          The Equipment Notes shall be issued in such Series as may from time to time be created by
Series Supplements pursuant to this Master Indenture and may be issued in such






11









 







Classes within a Series as may be authorized by the related Series Supplement for such Series.
Each Series shall be created by a separate Series Supplement and shall be identified in a manner
sufficient to differentiate the Equipment Notes of each such Series from the Equipment Notes of any
other Series. The Equipment Notes of each Series will rank pari passu with the Equipment Notes of
each other Series upon the occurrence and during the continuance of an Event of Default, and
otherwise will be paid in accordance with the Flow of Funds.




          (b) Upon satisfaction of and compliance with the requirements and conditions to closing set
forth in the related Series Supplement, Equipment Notes of the applicable Series to be executed and
delivered on a particular Closing Date pursuant to such Series Supplement may be executed by the
Issuer and delivered to the Indenture Trustee for authentication following the execution and
delivery of the related Series Supplement creating such Series or from time to time thereafter, and
the Indenture Trustee shall authenticate and deliver Equipment Notes of such Series upon the
Issuer’s request and direction set forth in an Officer’s Certificate of the Issuer signed by one of
its Responsible Officers, without further action on the part of the Issuer. Notwithstanding
anything to the contrary contained hereunder or in any Series Supplement, any such authentication
may be made on separate counterparts and by facsimile.




          (c) There shall be issued, delivered and authenticated on the relevant Closing Date to each of
the Noteholders identified on such Equipment Notes, Equipment Notes in the principal amounts and
maturities and bearing interest at the Stated Rate, in each case in registered form and
substantially in the form set forth in an exhibit to the applicable Series Supplement, with such
appropriate insertions, omissions, substitutions and other variations as are required or permitted
by this Master Indenture, and may have such letters, numbers or other marks of identification and
such legends or endorsements printed, lithographed, typewritten or engraved thereon, as may be
required to comply with the rules of any securities exchange on which such Equipment Notes may be
listed or to conform to any usage in respect thereof, or as may, consistently herewith, be
prescribed by the Indenture Trustee executing such Equipment Notes, such determination by said
Indenture Trustee to be evidenced by its authentication of such Equipment Notes. Definitive Notes
of a Series shall be printed, lithographed, typewritten or engraved or produced by any combination
of these methods or may be produced in any other manner permitted by the rules of any securities
exchange on which the Equipment Notes may be listed, all as determined by the Indenture Trustee
authenticating such Equipment Notes, as evidenced by such authentication.





          (i) Each Series of Equipment Notes (or Class thereof) sold in reliance on Rule 144A
shall be represented by a single permanent 144A Book-Entry Note which will be deposited with
DTC or its custodian, the Indenture Trustee or an agent of the Indenture Trustee and
registered in the name of Cede as nominee of DTC.




          (ii) Each Series of Equipment Notes (or Class thereof) offered and sold outside of the
United States in reliance on Regulation S shall be represented by a Regulation S Temporary
Book-Entry Note, which will be deposited with the Indenture Trustee or an agent of the
Indenture Trustee as custodian for and registered in the name of Cede, as nominee of DTC.
Beneficial interests in each Regulation S Temporary Book-Entry Note may be held only through
Euroclear or Clearstream; provided, however, that



12









 






such interests may be exchanged for interests in a 144A Book-Entry Note or a Definitive
Note in accordance with the certification requirements described in Section 2.07 hereof.




          (iii) A beneficial owner of an interest in a Regulation S Temporary Book-Entry Note may
receive payments in respect of such Regulation S Temporary Book-Entry Notes only after
delivery to Euroclear or Clearstream, as the case may be, of a written certification
substantially in the form set forth in Exhibit A-1 to this Master Indenture, and upon
delivery by Euroclear or Clearstream, as the case may be, to the Indenture Trustee and Note
Registrar of a certification or certifications substantially in the form set forth in
Exhibit A-2 to this Master Indenture. The delivery by a beneficial owner of the
certification referred to above shall constitute its irrevocable instruction to Euroclear or
Clearstream, as the case may be, to arrange for the exchange of the beneficial owner’s
interest in the Regulation S Temporary Book-Entry Note for a beneficial interest in the
Unrestricted Book-Entry Note after the Exchange Date in accordance with the paragraph below.




          (iv) Not earlier than the Exchange Date, interests in each Regulation S Temporary
Book-Entry Note will be exchangeable for interests in the related permanent global note (an
“Unrestricted Book-Entry Note”). Each Unrestricted Book-Entry Note will be deposited with
the Indenture Trustee and registered in the name of Cede as nominee of DTC. After (1) the
Exchange Date and (2) receipt by the Indenture Trustee and Note Registrar of written
instructions from Euroclear or Clearstream, as the case may be, directing the Indenture
Trustee and Note Registrar to credit or cause to be credited to either Euroclear’s or
Clearstream’s, as the case may be, depositary account a beneficial interest in the
Unrestricted Book-Entry Note in a principal amount not greater than that of the beneficial
interest in the Regulation S Temporary Book-Entry Note, the Indenture Trustee and Note
Registrar shall instruct DTC to reduce the principal amount of the Regulation S Temporary
Book-Entry Note and increase the principal amount of the Unrestricted Book-Entry Note, in
each case by the principal amount of the beneficial interest in the Regulation S Temporary
Book-Entry Note to be so transferred, and to credit or cause to be credited to the account
of a Direct Participant a beneficial interest in the Unrestricted Book-Entry Note having a
principal amount equal to the reduction in the principal amount of such Regulation S
Temporary Book-Entry Note.




          (v) Upon the exchange of the entire principal amount of the Regulation S Temporary
Book-Entry Note for beneficial interests in the Unrestricted Book-Entry Note, the Indenture
Trustee shall cancel the Regulation S Temporary Book-Entry Note in accordance with the
Indenture Trustee’s policies in effect from time to time.




          (vi) No interest in the Regulation S Book-Entry Notes may be held by or transferred to
a United States Person except for exchanges for a beneficial interest in a 144A Book-Entry
Note or a Definitive Note as described below.



          (d) The Equipment Notes shall be executed on behalf of the Issuer by the manual or facsimile
signature of an Authorized Representative of the Issuer.







13









 








          (e) Each Equipment Note bearing the manual or facsimile signatures of any individual who was
at the time such Equipment Note was executed an Authorized Representative of the Issuer shall bind
the Issuer, notwithstanding that any such individual has ceased to hold such office prior to the
authentication and delivery of such Equipment Notes or any payment thereon.




          (f) No Equipment Note shall be entitled to any benefit under this Master Indenture or the
related Series Supplement or be valid or obligatory for any purpose, unless it shall have been
executed on behalf of the Issuer as provided in clause (b) and (e) above and authenticated by or on
behalf of the Indenture Trustee as provided in clause (b) above. Such signatures shall be
conclusive evidence that such Equipment Note has been duly executed and authenticated under this
Master Indenture and the related Series Supplement. Each Equipment Note shall be dated the date of
its authentication.




     Section 2.02 Restrictive Legends. Each 144A Book-Entry Note, each Regulation S
Temporary Book-Entry Note, each Unrestricted Book-Entry Note and each Definitive Note (and all
Equipment Notes issued in exchange therefor or upon registration of transfer or substitution
thereof) shall bear a legend on the face thereof substantially in the form set forth below (unless
counsel to the Issuer advises that a different legend or additional legend is required for any
reason):




     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY
PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF TRIP RAIL MASTER FUNDING LLC (THE “ISSUER”)
THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND
MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE ISSUER (UPON REDEMPTION
THEREOF OR OTHERWISE), (2) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES TO A PERSON
WHO IS NOT A U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN
A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT OR (4) IN A TRANSACTION
COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT
IN THE CASE OF THIS CLAUSE (4) TO RECEIPT OF AN OPINION OF COUNSEL AND SUCH CERTIFICATES AND
OTHER DOCUMENTS AS THE INDENTURE TRUSTEE MAY REQUIRE UNDER THE INDENTURE REFERRED TO BELOW),
IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.



14









 






     BY ITS PURCHASE OF ANY NOTE, THE PURCHASER THEREOF WILL BE DEEMED TO HAVE REPRESENTED
AND WARRANTED EITHER THAT (A) IT IS NOT AND IS NOT USING THE ASSETS OF AN EMPLOYEE BENEFIT
PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”)) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A PLAN DEFINED BY
AND SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT
PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR A GOVERNMENTAL PLAN, NON-U.S. PLAN OR
CHURCH PLAN SUBJECT TO ANY FEDERAL, STATE, LOCAL OR OTHER LAW THAT IS SUBSTANTIALLY SIMILAR
TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR (B) THE PURCHASE AND
HOLDING OF SUCH NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION
406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW.



     [In the case of Book-Entry Notes:




     THIS NOTE IS A GLOBAL BOOK-ENTRY NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE
MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE
IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY
OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE
REFERRED TO BELOW.




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.




     TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN
ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO BELOW.]



15









 





     Section 2.03 Note Registrar and Paying Agent.



          (a) With respect to each Series of Equipment Notes, there shall at all times be maintained an
office or agency in the location set forth in Section 13.04 hereof where Equipment Notes of such
Series may be presented or surrendered for registration of transfer or for exchange (each, a “Note
Registrar”), and for payment thereof (each, a “Paying Agent”) and where notices to or demands upon
the Issuer in respect of such Equipment Notes may be served. For so long as any Series of
Equipment Notes is listed on any stock exchange, the Issuer shall appoint and maintain a Paying
Agent and a Note Registrar in the jurisdiction in which such stock exchange is located. The Issuer
shall cause each Note Registrar to keep a register of the Equipment Notes for which it is acting as
Note Registrar and of their transfer and exchange (the “Register”). Written notice of the location
of each such other office or agency and of any change of location thereof shall be given by the
Indenture Trustee to the Issuer and the Holders of the Equipment Notes of such Series. In the
event that no such office or agency shall be maintained or no such notice of location or of change
of location shall be given, presentations and demands may be made and notices may be served at the
Corporate Trust Office of the Indenture Trustee. Notwithstanding anything to the contrary in this
Master Indenture, the entries in the Register shall be conclusive, in the absence of manifest
error, and the Issuer, the Indenture Trustee, and the Noteholders shall treat each Person in whose
name an Equipment Note is registered as the beneficial owner thereof for all purposes of this
Master Indenture. No transfer of an Equipment Note shall be effective unless such transfer has
been recorded in the Register as provided in this Section.




          (b) Each Authorized Agent in the location set forth in Section 13.04 shall be a bank or trust
company, shall be a corporation organized and doing business under the laws of the United States or
any state or territory thereof or of the District of Columbia, with a combined capital and surplus
of at least $75,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the
obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally
guaranteed by a corporation organized and doing business under the laws of the United States, any
state or territory thereof or of the District of Columbia and having a combined capital and surplus
of at least $75,000,000) and shall be authorized under the laws of the United States or any state
or territory thereof to exercise corporate trust powers, subject to supervision by Federal or state
authorities (such requirements, the “Eligibility Requirements”). The Indenture Trustee shall
initially be a Paying Agent and Note Registrar hereunder with respect to the Equipment Notes. Each
Note Registrar other than the Indenture Trustee shall furnish to the Indenture Trustee, at stated
intervals of not more than six months, and at such other times as the Indenture Trustee may request
in writing, a copy of the Register maintained by such Note Registrar.




          (c) Any corporation into which any Authorized Agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, consolidation or conversion
to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate
trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder,
if such successor corporation is otherwise eligible under this Section, without the execution or
filing of any paper or any further act on the part of the parties hereto or such Authorized Agent
or such successor corporation.







16









 








          (d) Any Authorized Agent may at any time resign by giving written notice of resignation to the
Indenture Trustee and the Issuer. The Issuer may, and at the request of the Indenture Trustee
shall, at any time terminate the agency of any Authorized Agent by giving written notice of
termination to such Authorized Agent and to the Indenture Trustee. Upon the resignation or
termination of an Authorized Agent or if at any time any such Authorized Agent shall cease to be
eligible under this Section (when, in either case, no other Authorized Agent performing the
functions of such Authorized Agent shall have been appointed by the Indenture Trustee), the Issuer
shall promptly appoint one or more qualified successor Authorized Agents to perform the functions
of the Authorized Agent that has resigned or whose agency has been terminated or who shall have
ceased to be eligible under this Section. The Issuer shall give written notice of any such
appointment made by it to the Indenture Trustee; and in each case the Indenture Trustee shall mail
notice of such appointment to all Holders of the Equipment Notes of the related Series as their
names and addresses appear on the Register for the Equipment Notes of such Series.




          (e) The Issuer agrees to pay, or cause to be paid, from time to time reasonable compensation
to each Authorized Agent for its services and to reimburse it for its reasonable expenses to be
agreed to pursuant to separate agreements with each such Authorized Agent.




     Section 2.04 Paying Agent to Hold Money in Trust. The Indenture Trustee shall require
each Paying Agent other than the Indenture Trustee to agree in writing that all moneys deposited
with any Paying Agent for the purpose of any payment on the Equipment Notes shall be deposited and
held in trust for the benefit of the Holders entitled to such payment, subject to the provisions of
this Section. Moneys so deposited and held in trust shall constitute a separate trust fund for the
benefit of the Holders with respect to which such money was deposited. No Paying Agent shall hold
monies payable by the Issuer to Hedge Providers.



     The Indenture Trustee may at any time, for the purpose of obtaining the satisfaction and
discharge of this Master Indenture or for any other purpose, direct any Paying Agent to pay to the
Indenture Trustee all sums held in trust by such Paying Agent; and, upon such payment by any Paying
Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with
respect to such moneys.



     Section 2.05 Method of Payment.



          (a) On each Payment Date, the Indenture Trustee shall, or shall instruct a Paying Agent to,
pay to the Noteholders of each Series all interest, principal and premium, if any, on the Equipment
Notes of such Series required to be paid on such Payment Date, in each case to the extent of the
Available Collections Amount and pursuant to the Flow of Funds; provided, that in the event and to
the extent receipt of any payment is not confirmed by the Indenture Trustee or such Paying Agent by
noon (New York City time) on such Payment Date or any Business Day thereafter, distribution thereof
shall be made on the Business Day following the Business Day such payment is received; and provided
further, that payment on a Regulation S Temporary Book-Entry Note shall be made to the Holder
thereof only in conformity with Section 2.05(c) hereof. Each such payment on any Payment Date
other than the final payment with respect to any Series of Equipment Notes shall be made by the
Indenture Trustee or Paying Agent to the Noteholders as of the Record Date for such Payment Date.
The final payment with






17









 







respect to any Equipment Note, however, shall be made only upon presentation and surrender of
such Equipment Note by the Noteholder or its agent at the Corporate Trust Office or agency of the
Indenture Trustee or Paying Agent specified in the notice given by the Indenture Trustee or Paying
Agent with respect to such final payment.




          (b) At such time, if any, as the Equipment Notes of any Series are issued in the form of
Definitive Notes, payments on a Payment Date shall be made by check mailed to each Noteholder of a
Definitive Note on the applicable Record Date at its address appearing on the Register maintained
with respect to such Series. Alternatively, upon application in writing to the Indenture Trustee,
not later than the applicable Record Date, by a Noteholder of one or more Definitive Notes of such
Series having an aggregate original principal amount of not less than $1,000,000, any such payments
shall be made by wire transfer to an account designated by such Noteholder at a financial
institution in New York, New York; provided that the final payment for each Series of Equipment
Notes shall be made only upon presentation and surrender of the Definitive Notes of such Series by
the Noteholder or its agent at the Corporate Trust Office or agency of the Indenture Trustee or
Paying Agent specified in the notice of such final payment given by the Indenture Trustee or Paying
Agent. The Indenture Trustee or Paying Agent shall mail such notice of the final payment of such
Series to each of the Noteholders of such Series, specifying the date and amount of such final
payment.




          (c) The beneficial owner of a Regulation S Temporary Book-Entry Note of any Series may arrange
to receive interest, principal and premium payments through Euroclear or Clearstream on such
Regulation S Temporary Book-Entry Note only after delivery by such beneficial owner to Euroclear or
Clearstream, as the case may be, of a written certification substantially in the form of Exhibit
A-3 hereto, and upon delivery of Euroclear or Clearstream, as the case may be, to the Paying Agent
of a certification or certifications substantially in the form of Exhibit A-4 hereto. No interest,
principal or premium shall be paid to any beneficial owner and no interest, principal or premium
shall be paid to Euroclear or Clearstream on such beneficial owner’s interest in a Regulation S
Temporary Book-Entry Note unless Euroclear or Clearstream, as the case may be, has provided such a
certification to the Paying Agent with respect to such interest, principal and/or premium.




     Section 2.06 Minimum Denomination. Unless otherwise specified in the Series
Supplement for a Series, each Equipment Note shall be issued in minimum denominations of $100,000
and integral multiples of $1,000 in excess thereof; provided that, notwithstanding anything to the
contrary herein, one Equipment Note of each Class of a Series may be issued with such excess in
integral multiples of $1.



     Section 2.07 Exchange Option. If the holder (other than an Initial Purchaser) of a
beneficial interest in an Unrestricted Book-Entry Note deposited with DTC wishes at any time to
exchange its interest in the Unrestricted Book-Entry Note, or to transfer its interest in the
Unrestricted Book-Entry Note to a Person who wishes to take delivery thereof in the form of an
interest in the 144A Book-Entry Note, the holder may, subject to the rules and procedures of
Euroclear or Clearstream and DTC, as the case may be, give directions for the Indenture Trustee and
Note Registrar to exchange or cause the exchange or transfer or cause the transfer of the interest
for an equivalent beneficial interest in the 144A Book-Entry Note. Upon receipt by the Indenture
Trustee and Note Registrar of (a) instructions from Euroclear or Clearstream (based on



18









 




instructions from depositaries for Euroclear and Clearstream) or from a DTC Participant, as
applicable, or DTC, as the case may be, directing the Indenture Trustee and Note Registrar to
credit or cause to be credited a beneficial interest in the 144A Book-Entry Note equal to the
beneficial interest in the Unrestricted Book-Entry Note to be exchanged or transferred (such
instructions to contain information regarding the DTC Participant account to be credited with the
increase, and, with respect to an exchange or transfer of an interest in the Unrestricted
Book-Entry Note, information regarding the DTC Participant account to be debited with the
decrease), and (b) a certificate in the form of Exhibit A-8, given by the Noteholder (and the
proposed transferee, if applicable), the Indenture Trustee and Note Registrar shall instruct DTC to
reduce the Unrestricted Book-Entry Note by the aggregate principal amount of the beneficial
interest in the Unrestricted Book-Entry Note to be exchanged or transferred, and the Indenture
Trustee shall instruct DTC, concurrently with the reduction, to increase the principal amount of
the 144A Book-Entry Note by the aggregate principal amount of the beneficial interest in the
Unrestricted Book-Entry Note to be so exchanged or transferred, and to credit or cause to be
credited to the account of the Person specified in the instructions a beneficial interest in the
144A Book-Entry Note equal to the reduction in the principal amount of the Unrestricted Book-Entry
Note.




     If a holder (other than an Initial Purchaser) of a beneficial interest in the 144A Book-Entry
Note wishes at any time to exchange its interest in the 144A Book-Entry Note for an interest in a
Regulation S Book-Entry Note, or to transfer its interest in the 144A Book-Entry Note to a Person
who wishes to take delivery thereof in the form of an interest in the Regulation S Book-Entry Note,
the holder may, subject to the rules and procedures of DTC, give directions for the Indenture
Trustee and Note Registrar to exchange or cause the exchange or transfer or cause the transfer of
the interest for an equivalent beneficial interest in the Regulation S Book-Entry Note. Upon
receipt by the Indenture Trustee and Note Registrar of (a) instructions given in accordance with
DTC’s procedures from a DTC Participant directing the Indenture Trustee and Note Registrar to
credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Note in an
amount equal to the beneficial interest in the 144A Book-Entry Note to be exchanged or transferred,
(b) a written order given in accordance with DTC’s procedures containing information regarding the
account of the depositaries for Euroclear or Clearstream or another Clearing Agency Participant, as
the case may be, to be credited with the increase and the name of the account and (c) certificates
in the forms of Exhibits A-5 and A-7 hereto, respectively, given by the Noteholder and the proposed
transferee of the interest, the Indenture Trustee and Note Registrar shall instruct DTC to reduce
the 144A Book-Entry Note by the aggregate principal amount of the beneficial interest in the 144A
Book-Entry Note to be so exchanged or transferred and the Indenture Trustee and Note Registrar
shall instruct DTC, concurrently with the reduction, to increase the principal amount of the
Regulation S Book-Entry Note by the aggregate principal amount of the beneficial interest in the
144A Book-Entry Note to be so exchanged or transferred, and to credit or cause to be credited to
the account of the Person specified in the instructions a beneficial interest in the Regulation S
Book-Entry Note equal to the reduction in the principal amount of the 144A Book-Entry Note.



     Notwithstanding anything to the contrary herein, an Initial Purchaser may exchange beneficial
interests in the Regulation S Temporary Book-Entry Note held by it for interests in the 144A
Book-Entry Note only after delivery by the Initial Purchaser of instructions to DTC for the
exchange, substantially in the form of Exhibit A-6 hereto. Upon receipt of the instructions
provided in the preceding sentence, the Indenture Trustee and Note Registrar shall instruct DTC



19









 




to reduce the principal amount of the Regulation S Temporary Book-Entry Note to be so
transferred and shall instruct DTC to increase the principal amount of the 144A Book-Entry Note and
credit or cause to be credited to the account of the placement agent a beneficial interest in the
144A Book-Entry Note having a principal amount equal to the amount by which the principal amount of
the Regulation S Temporary Book-Entry Note was reduced upon the transfer pursuant to the
instructions provided in the first sentence of this paragraph.




     If a Book-Entry Note is exchanged for a Definitive Note, such Equipment Notes may be exchanged
or transferred for one another only in accordance with such procedures as are substantially
consistent with the provisions of the three immediately preceding paragraphs (including the
certification requirements intended to ensure that the exchanges or transfers comply with Rule 144
or Regulation S, as the case may be) and as may be from time to time adopted by the Indenture
Trustee.



     Section 2.08 Mutilated, Destroyed, Lost or Stolen Equipment Notes. If any Equipment
Note shall become mutilated, destroyed, lost or stolen, the Issuer shall issue, upon the written
request of the Holder thereof and presentation of the Equipment Note or satisfactory evidence of
destruction, loss or theft thereof to the Indenture Trustee or Note Registrar, and the Indenture
Trustee shall authenticate and the Indenture Trustee or Note Registrar shall deliver in exchange
therefor or in replacement thereof, a new Equipment Note of the same Series and Class (if
applicable), payable to such Holder in the same principal amount, of the same maturity, with the
same payment schedule, bearing the same interest rate and dated the date of its authentication. If
the Equipment Note being replaced has become mutilated, such Equipment Note shall be surrendered to
the Indenture Trustee or a Note Registrar and forwarded to the Issuer by the Indenture Trustee or
such Note Registrar. If the Equipment Note being replaced has been destroyed, lost or stolen, the
Holder thereof shall furnish to the Issuer, the Indenture Trustee or a Note Registrar (i) such
security or indemnity as may be required by them to save the Issuer, the Indenture Trustee and such
Note Registrar harmless and (ii) evidence satisfactory to the Issuer, the Indenture Trustee and
such Note Registrar of the destruction, loss or theft of such Equipment Note and of the ownership
thereof. The Noteholder will be required to pay any tax or other governmental charge imposed in
connection with such exchange or replacement and any other expenses (including the fees and
expenses of the Indenture Trustee and any Note Registrar) connected therewith.



     Section 2.09 Payments of Transfer Taxes. Upon the transfer of any Equipment Note or
Equipment Notes pursuant to Section 2.07 hereof, the Issuer or the Indenture Trustee may require
from the party requesting such new Equipment Note or Equipment Notes payment of a sum to reimburse
the Issuer or the Indenture Trustee for, or to provide funds for the payment of, any transfer tax
or similar governmental charge payable in connection therewith.



     Section 2.10 Book-Entry Registration.



          (a) Upon the issuance of any Book-Entry Notes, DTC or its custodian will credit, on its
book-entry registration and transfer system, the respective principal amounts of the individual
beneficial interests represented by such Book-Entry Notes to the accounts of a Direct Participant.
Ownership of beneficial interests in a Book-Entry Note will be limited to DTC Participants or
Persons who hold interests through DTC Participants. Ownership of beneficial






20









 







interests in the Book-Entry Notes will be shown on, and the transfer of that ownership will be
effected only through, records maintained by DTC (with respect to interests of DTC Participants)
and the records of DTC Participants (with respect to interests of Persons other than DTC
Participants).




          (b) So long as DTC, or its nominee, is the registered owner or holder of a Book-Entry Note,
DTC or such nominee, as the case may be, will be considered the sole owner or Noteholder
represented by such Book-Entry Note for all purposes under this Master Indenture, the Series
Supplements and the Book-Entry Notes. Unless (a) DTC notifies the Issuer that it is unwilling or
unable to continue as depository for a Book-Entry Note with respect to a Series, (b) the Issuer
elects to terminate the book-entry system for the Book-Entry Notes with respect to a Series, or (c)
an Event of Default has occurred and the Indenture Trustee acting at the Direction of the Control
Party for the applicable Series certifies that continuation of a book-entry system through DTC (or
a successor) for the Equipment Notes of such Series is no longer in the best interests of the
Noteholders of such Series, owners of beneficial interests in a Book-Entry Note of such Series will
not be entitled to have any portion of such Book-Entry Note registered in their names, will not
receive or be entitled to receive physical delivery of Equipment Notes in definitive form and will
not be considered to be the owners or Noteholders under this Master Indenture, the applicable
Series Supplement or the Book-Entry Notes. In addition, no beneficial owner of an interest in a
Book-Entry Note will be able to transfer that interest except in accordance with DTC’s applicable
procedures (in addition to those under the related Series Supplement, if applicable, and, if
applicable, those of Clearstream and Euroclear).




          (c) Investors may hold their interest in a Regulation S Book-Entry Note through Clearstream or
Euroclear, if they are participants in such systems, or indirectly through organizations that are
participants in such systems. After the Exchange Date, investors also may hold such interests
through organizations other than Clearstream and Euroclear that are DTC Participants. Clearstream
and Euroclear will hold interests in a Regulation S Book-Entry Note on behalf of their participants
through customers’ securities accounts in their respective names on the books of their respective
depositaries, which in turn will hold such interests in a Regulation S Book-Entry Note in
customers’ accounts in the depositaries’ names on the books of DTC. Citibank, N.A. will initially
act as depositary for Clearstream and Morgan Guaranty Trust Company of New York, Brussels Office,
will initially act as depositary for Euroclear. Investors may hold their interests in a 144A
Book-Entry Note directly through DTC, if they are DTC Participants, or indirectly through
organizations that are DTC Participants.




          (d) All payments of principal and interest will be made by the Paying Agent on behalf of the
Issuer in immediately available funds or the equivalent, so long as DTC continues to make its
Same-Day Funds Settlement System available to the Issuer.




     None of the Issuer, the Note Registrar, the Paying Agent or the Indenture Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely on, and shall be
fully protected in relying on, such registration instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Persons in whose name the Definitive Notes are
registered in the Register as Noteholders hereunder. Neither the Issuer nor the Indenture Trustee
shall be liable if the Indenture Trustee or the Issuer is unable to locate a qualified successor
Noteholder.




21











 





     Definitive Notes of a Series will be transferable and exchangeable for Definitive Notes
of the same Series at the office of the Indenture Trustee or the office of a Note Registrar upon
compliance with the requirements set forth herein. In the case of a transfer of only part of a
holding of Definitive Notes, a new Definitive Note shall be issued to the transferee in respect of
the part transferred and a new Definitive Note in respect of the balance of the holding not
transferred shall be issued to the transferor and may be obtained at the office of the applicable
Note Registrar.



          (e) Any beneficial interest in one of the Book-Entry Notes of any Series that is transferred
to a Person who takes delivery in the form of an interest in another Book-Entry Note of the same
Series will, upon transfer, cease to be an interest in such Book-Entry Note and become an interest
in such other Book-Entry Note and, accordingly, will thereafter be subject to all transfer
restrictions, if any, and other procedures applicable to beneficial interests in such other
Book-Entry Note for as long as it remains such an interest.



          (f) Any Definitive Note delivered in exchange for an interest in a 144A Book-Entry Note
pursuant to Section 2.07 shall bear the Private Placement Legend applicable to a 144A Book-Entry
Note set forth in Section 2.02 hereof.



          (g) Any Definitive Note delivered in exchange for an interest in an Unrestricted Book-Entry
Note pursuant to Section 2.07 shall bear the Private Placement Legend applicable to a Unrestricted
Book-Entry Note set forth in Section 2.02 hereof.



     Section 2.11 Special Transfer Provisions.



          (a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions
shall apply with respect to the registration of any proposed transfer of an Equipment Note (other
than a Regulation S Temporary Book-Entry Note) or any interest therein to any Institutional
Accredited Investor which is not a QIB (excluding Non-U.S. Persons):




          (i) The Note Registrar shall register the transfer of any Equipment Note, whether or
not such Equipment Note bears the Private Placement Legend, if the proposed transferee has
delivered to the Note Registrar (A) a certificate substantially in the form of Exhibit B
hereto and (B) an Opinion of Counsel acceptable to the Issuer that such transfer is in
compliance with the Securities Act.




          (ii) If the proposed transferor is a Direct Participant holding a beneficial interest
in the 144A Book-Entry Note, upon receipt by the Note Registrar of (x) the documents, if
any, required by paragraph (i) and (y) instructions given in accordance with the DTC’s and
the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records
the date and a decrease in the principal amount of the 144A Book-Entry Note in an amount
equal to the principal amount of the beneficial interest in the 144A Book-Entry Note to be
transferred, and the Issuer shall execute, and the Indenture Trustee shall authenticate and
deliver, one or more Definitive Notes of like tenor and amount.



          (b) Transfers to QIBs. The following provisions shall apply with respect to the
registration of any proposed transfer of an interest in a 144A Book-Entry Note or a Definitive



22









 




Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with this
Section 2.11(b) to a QIB (excluding Non-U.S. Persons):





          (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note
Registrar shall register the transfer if such transfer is being made by a proposed
transferor who delivers a certificate in the form of Exhibit A-8 hereto to the Issuer and
the Note Registrar, or has otherwise advised the Issuer and the Note Registrar in writing,
that the sale has been made in compliance with the provisions of Rule 144A to a transferee
who has advised the Issuer and the Note Registrar in writing, that it is purchasing the
Equipment Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account are QIBs within the meaning of Rule
144A, are aware that the sale to it is being made in reliance on Rule 144A and acknowledge
that they have received such information regarding the Issuer as they have requested
pursuant to Rule 144A or have determined not to request such information and that they are
aware that the transferor is relying upon their foregoing representations in order to claim
the exemption from registration provided by Rule 144A or (y) an interest in a 144A
Book-Entry Note, the transfer of such interest may be effected only through the book-entry
system maintained by the DTC.




          (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be
transferred is a Definitive Note, upon receipt by the Note Registrar of the documents
referred to in clause (i) and instructions given in accordance with the DTC’s and the Note
Registrar’s procedures, the Note Registrar shall reflect on its books and records the date
and an increase in the principal amount at maturity of the 144A Book-Entry Note in an amount
equal to the principal amount at maturity of the Definitive Note to be transferred, and the
Indenture Trustee shall cancel the Definitive Note so transferred.



          (c) Transfers of Interests in a Regulation S Temporary Book-Entry Note. The following
provisions shall apply with respect to registration of any proposed transfer of interests in a
Regulation S Temporary Book-Entry Note:




          (i) The Note Registrar shall register the transfer of any interest in a Regulation S
Temporary Book-Entry Note (x) if the proposed transferee is a Non-U.S. Person and the
proposed transferor has delivered to the Note Registrar a certificate substantially in the
form of Exhibit A-7 hereto or (y) if the proposed transferee is a QIB and the proposed
transferor has checked the box provided for on the form of such Equipment Note stating, or
has otherwise advised the Issuer and the Note Registrar in writing, that the sale has been
made in compliance with the provisions of Rule 144A to a transferee who has advised the
Issuer and the Note Registrar in writing, that it is purchasing such Equipment Note for its
own account or an account with respect to which it exercises sole investment discretion and
that it and any such account are QIBs within the meaning of Rule 144A, are aware that the
sale to them is being made in reliance on Rule 144A and acknowledge that they have received
such information regarding the Issuer as they have requested pursuant to Rule 144A or have
determined not to request such information and that they are aware that the transferor is
relying upon their



23









 






foregoing representations in order to claim the exemption from registration provided by
Rule 144A.




          (ii) If the proposed transferee is a Direct Participant that provides the documents
referred to in clause (i)(y) above, upon receipt by the Note Registrar of such documents and
instructions given in accordance with DTC’s and the Note Registrar’s procedures, the Note
Registrar shall reflect on its books and records the date and an increase in the principal
amount of the 144A Book-Entry Note of the relevant Series, in an amount equal to the
principal amount of the Regulation S Temporary Book-Entry Note of such Series to be
transferred, and the Indenture Trustee shall decrease the amount of the Regulation S
Temporary Book-Entry Note of such Series.



          (d) Transfers of Interests in an Unrestricted Book-Entry Note. The Note Registrar
shall register any transfer of interests in an Unrestricted Book-Entry Note, or a Definitive Note
issued in exchange for an interest in a Regulation S Temporary Book-Entry Note or Unrestricted
Book-Entry Note in accordance with Section 2.11(b) hereof, to U.S. Persons in accordance with
Section 2.07, or to Non-U.S. Persons in accordance with the applicable procedures of Euroclear or
Clearstream and their respective participants.



          (e) Transfers to Non-U.S. Persons at any Time. With respect to any transfer of an
Equipment Note to a Non-U.S. Person prior to the applicable Exchange Date, the Note Registrar shall
register any proposed transfer of a Regulation S Temporary Book-Entry Note to a Non-U.S. Person
upon receipt of a certificate substantially in the form of Exhibit A-7 hereto from the proposed
transferor.



          (f) ERISA Transfer Restrictions. Each purchaser and subsequent transferee of any
Equipment Note will be deemed to have represented and warranted either that (i) it is not and is
not using the assets of an employee benefit plan (as defined in Section 3(3) of ERISA) that is
subject to the provisions of Title I of ERISA, a plan defined by and subject to Section 4975 of the
Code, an entity whose underlying assets include “plan assets” by reason of an employee benefit
plan’s or other plan’s investment in such entity, or a governmental plan, non-U.S. plan or church
plan subject to any federal, state, local or other law that is substantially similar to Section 406
of ERISA or 4975 of the Code (“Similar Law”), or (ii) the purchase and holding of the Equipment
Note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or a violation of Similar Law.



          (g) General. By its acceptance of any Equipment Note bearing the Private Placement
Legend, each Holder of such Equipment Note acknowledges the restrictions on transfer of such
Equipment Note set forth in this Master Indenture and in the Private Placement Legend and agrees
that it will transfer such Equipment Note only as provided in this Master Indenture. The Note
Registrar shall not register a transfer of any Equipment Note unless such transfer complies with
the restrictions on transfer of such Equipment Note set forth in this Master Indenture. In
connection with any transfer of Equipment Notes, each Holder agrees by its acceptance of its
Equipment Notes to furnish the Indenture Trustee the certifications and legal opinions described
herein to confirm that such transfer is being made pursuant to an exemption from, or a transaction
not subject to, the registration requirements of the Securities Act; provided



24









 




that the Indenture Trustee shall not be required to determine (but may rely on a determination
made by the Issuer with respect to) the sufficiency of any such legal opinions.




     Section 2.12 Temporary Definitive Notes. Pending the preparation of Definitive Notes
of a Series, the Issuer may execute and the Indenture Trustee may authenticate and deliver
temporary Definitive Notes of such Series which are printed, lithographed, typewritten or otherwise
produced, in any denomination, containing substantially the same terms and provisions as are set
forth in the applicable exhibit to the related Series Supplement, except for such appropriate
insertions, omissions, substitutions and other variations relating to their temporary nature as the
Authorized Representative of the Issuer executing such temporary Definitive Notes may determine, as
evidenced by his execution of such temporary Definitive Notes.



     If temporary Definitive Notes of a Series are issued, the Issuer will cause Definitive Notes
of such Series to be prepared without unreasonable delay. After the preparation of Definitive
Notes of such Series, the temporary Definitive Notes shall be exchangeable for Definitive Notes
upon surrender of such temporary Definitive Notes at the Corporate Trust Office of the Indenture
Trustee, without charge to the Holder thereof. Upon surrender for cancellation of any one or more
temporary Definitive Notes, the Issuer shall execute and the Indenture Trustee shall authenticate
and deliver in exchange therefor Definitive Notes of the same Series, in authorized denominations
and in the same aggregate principal amounts. Until so exchanged, such temporary Definitive Notes
shall in all respects be entitled to the same benefits under this Master Indenture as Definitive
Notes.



     Section 2.13 Statements to Noteholders.



          (a) With respect to each Collection Period, the Issuer shall, not later than the last Business
Day before the Payment Date immediately following the last day of such Collection Period, cause the
Administrator to deliver to the Indenture Trustee, and the Indenture Trustee shall (or shall
instruct any Paying Agent to) promptly thereafter (but not later than such Payment Date) distribute
to each Rating Agency, each Hedge Provider and each Liquidity Facility Provider, and to each Holder
of record with respect to such Payment Date, a report, substantially in the form attached as
Exhibit C-1 hereto prepared by the Administrator or Manager and setting forth the information
described therein (each, a “Monthly Report”). Beginning in 2012, the Issuer shall cause the
Administrator or Manager to deliver to the Indenture Trustee with the Monthly Report for each June,
and the Indenture Trustee shall (or shall instruct any Paying Agent to) distribute with the Monthly
Report for each June to the Persons described in the first sentence in this Section 2.13(a), a
report, substantially in the form attached as Exhibit C-2 hereto prepared by the Administrator or
Manager and setting forth the information described therein (each, an “Annual Report”). The
Indenture Trustee shall deliver, promptly upon written request, a copy of each Monthly Report and
Annual Report to any Holder or other Secured Party and, at the written request of any Holder, to
any prospective purchaser of any Equipment Notes from such Holder. If any Series of Equipment
Notes is then listed on any stock exchange, the Indenture Trustee also shall provide a copy of each
Monthly Report and each Annual Report to the applicable listing agent on behalf of such stock
exchange.



          (b) After the end of each calendar year but not later than the latest date permitted by law,
the Administrator or Manager shall deliver to the Indenture Trustee, and the



25









 




Indenture Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at
any time during such calendar year was a Noteholder of record of any Equipment Notes, a statement
(for example, a Form 1099 or any other means required by law) prepared by the Administrator or
Manager containing such information as is required to be provided to such Person for U.S. federal
income tax purposes with respect to each Series of Equipment Notes for such calendar year or, in
the event such Person was a Noteholder of record of any Series during only a portion of such
calendar year, for the applicable portion of such calendar year, and such other items as are
readily available to the Administrator or Manager and which a Noteholder shall reasonably request
as necessary for the purpose of such Noteholder’s preparation of its U.S. federal income or other
tax returns. So long as any of the Equipment Notes are registered in the name of DTC or its
nominee, such report and such other items will be prepared on the basis of such information
supplied to the Administrator by DTC and the Direct Participants, and will be delivered by the
Indenture Trustee, when received from the Administrator or Manager, to DTC for transfer to the
applicable beneficial owners in the manner described above. In the event that any such information
has been provided by any Paying Agent directly to such Person through other tax-related reports or
otherwise, the Indenture Trustee in its capacity as Paying Agent shall not be obligated to comply
with such request for information.




          (c) At such time, if any, as the Equipment Notes of any Series are issued in the form of
Definitive Notes, the Indenture Trustee shall prepare and deliver the information described in
Section 2.13(b) to each Holder of record of a Definitive Note of such Series for the period of its
ownership of such Definitive Note as the same appears on the records of the Indenture Trustee.



          (d) Whenever a notice or other communication is required under this Master Indenture to be
given to Noteholders of a Series: (i) if any Equipment Notes of such Series are registered with
DTC, Euroclear and/or Clearstream, the Indenture Trustee shall give all such notices and
communications to DTC, Euroclear and/or Clearstream, as the case may be; and (ii) if Definitive
Notes of a Series have been issued, then the Indenture Trustee shall give notices and
communications to the Noteholders of such Definitive Notes by U.S. mail to the addresses of such
Noteholders in the Register.



     Section 2.14 CUSIP, CINS and ISIN Numbers. The Issuer in issuing the Equipment Notes
may use “CUSIP”, “CINS”, “ISIN” or other identification numbers (if then generally in use), and if
so, the Indenture Trustee shall use CUSIP numbers, CINS numbers, ISIN numbers or other
identification numbers, as the case may be, in notices of redemption or exchange as a convenience
to Holders; provided that any such notice shall state that no representation is made as to the
correctness of such numbers either as printed on the Equipment Notes or as contained in any notice
of redemption or exchange and that reliance may be placed only on the other identification numbers
printed on the Equipment Notes; provided further, that failure to use “CUSIP”, “CINS”, “ISIN” or
other identification numbers in any notice of redemption or exchange shall not affect the validity
or sufficiency of such notice.



     Section 2.15 Debt Treatment of Equipment Notes. The parties hereto agree, and the
holders of the Equipment Notes and interests therein, by their purchase thereof shall be deemed to
have agreed, to treat the Equipment Notes as debt for U.S. federal income tax purposes.



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     Section 2.16 Compliance with Withholding Requirements. Notwithstanding any other
provision of this Master Indenture, the Issuer and Indenture Trustee shall comply with all United
States federal income tax withholding requirements with respect to payments to Noteholders of
interest, original issue discount, or other amounts that are required to be withheld under the
Code. The consent of the Noteholders shall not be required for any such withholding.



     Section 2.17 Limitation on Transfers. Notwithstanding any other provision of this
Master Indenture, any Equipment Note for which an opinion of counsel has not been rendered to the
Issuer to the effect that such Equipment Note constitutes debt for United States federal income tax
purposes (a “Subject Note”) shall be subject to the limitations of this Section 2.17. No Subject
Notes may be transferred, and no transfer (or purported transfer) of all or any part of a Subject
Note (or any direct or indirect economic or beneficial interest therein) (a “Transferred Note”)
whether to another Noteholder or to a Person that is not a Noteholder (a “Transferee”) shall be
effective, and to the greatest extent permitted under Applicable Law any such transfer (or
purported transfer) shall be void ab initio, and no Person shall otherwise become a Holder of a
Subject Note, unless: (i) the Transferee provides the Note Registrar with its representations and
warranties made for the benefit of the Issuer to the effect that: (A) either (I) it is not and
will not become for U.S. federal income tax purposes a partnership, Subchapter S corporation or
grantor trust (each such entity, a “flow-through entity”) or (II) if it is or becomes a flow
through entity, then (x) none of the direct or indirect beneficial owners of any of the interests
in the Transferee have or ever will have all or substantially all the value of its interest in the
Transferee attributable to the interest of the Transferee in any Transferred Note, any other
Equipment Notes, other interest (direct or indirect) in the Issuer, or any interest created under
this Master Indenture and (y) it is not and will not be a principal purpose of the arrangement
involving the investment of the Transferee in any Transferred Note to permit any partnership to
satisfy the one hundred (100) partner limitation of Section 1.7704-1(h)(1)(ii) of the U.S. Treasury
regulations under the Code necessary for such partnership not to be classified as a publicly traded
partnership under the Code, (B) the Transferee will not sell, assign, transfer or otherwise convey
any participating interest in any Equipment Note or any financial instrument or contract the value
of which is determined by reference in whole or in part to any Equipment Note, (C) it is not
acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any
Transferred Note(s) (or interest therein) or cause any Transferred Note(s) (or interest therein) to
be marketed on or through an “established securities market” within the meaning of Section 7704(b)
of the Code, including, without limitation, an interdealer quotation system that regularly
disseminates firm buy or sell quotations, and (D) in the case of Subject Notes other than the
Series 2011-1 Notes that it is a “U.S. Person” within the meaning of Section 7701(a)(30) of the
Code, and (ii) after such transfer there would be no more than ninety (90) members of the limited
liability company that is the Issuer (including as members, solely for purposes of this Section
2.17, Holders of any Subject Notes and any other instruments subject to the transfer restrictions
of this Section 2.17). The Issuer shall not recognize any prohibited transfer described in this
Section 2.17 either (i) by redeeming the transferor’s interest, or (ii) by admitting the Transferee
as such a member or otherwise recognizing any right of the Transferee (including, without
limitation, any right of the Transferee to receive payments or other distributions from the Issuer,
directly or indirectly).



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ARTICLE III




INDENTURE ACCOUNTS; PRIORITY OF PAYMENTS



     Section 3.01 Establishment of Indenture Accounts; Investments.



          (a) Indenture Accounts. The Administrator, on behalf and at the direction of the
Issuer, will establish with the Indenture Trustee on or before the Initial Closing Date and
maintain all of the following accounts: (i) a collections account (the “Collections Account”),
(ii) a railcar replacement account (the “Mandatory Replacement Account”), (iii) an optional
reinvestment account (the “Optional Reinvestment Account”), (iv) an expense account (the “Expense
Account”), and (v) a liquidity reserve account (the “Liquidity Reserve Account”). From time to time
thereafter, the Administrator, on behalf and at the direction of the Issuer, will establish with
the Indenture Trustee such other Indenture Accounts as may be authorized or required by this Master
Indenture and the other Operative Agreements. The Administrator, on behalf of and at the direction
of the Issuer, will establish with the Indenture Trustee, on or before the Closing Date for each
Series, and maintain, an account for such Series (each, a “Series Account”) and may so establish
and maintain one or more sub-accounts of such Series Account for each Class of such Series (each, a
“Class Account”). The Series Account and any Class Account for a Series will be identified in the
Series Supplement for such Account.



          (b) The Collections Account, the Mandatory Replacement Account, the Optional Reinvestment
Account, the Expense Account, and the Liquidity Reserve Account shall bear the account numbers set
forth on Schedule 1 hereto. All amounts from time to time held in each Indenture Account (other
than a Series Account) shall be held (a) in the name of the Indenture Trustee, for the benefit of
the Secured Parties, and (b) in the custody and under the “Control” (as such term is defined in the
UCC) of the Indenture Trustee, for the purposes and on the terms set forth in this Master
Indenture, and all such amounts shall constitute a part of the Collateral and shall not constitute
payment of any Secured Obligation or any other obligation of the Issuer until applied as
hereinafter provided. All amounts from time to time held in each Series Account shall be held (a)
in the name of the Indenture Trustee, for the benefit of the Noteholders of the related Series, and
(b) in the custody and under the “Control” (as such term is defined in the UCC) of the Indenture
Trustee, for the purposes and on the terms set forth in this Master Indenture and the related
Series Supplement, and all such amounts shall be collateral only for such Series and shall not
constitute payment of such Series or any other obligation of the Issuer until applied as provided
in this Master Indenture and the related Series Supplement.



          (c) Withdrawals and Transfers. The Indenture Trustee shall have sole dominion and
control over the Indenture Accounts (including, inter alia, the sole power to direct withdrawals
from or transfers among the Indenture Accounts), and the Issuer shall have no right to withdraw, or
to cause the withdrawal of funds or other investments held in the Indenture Accounts or to direct
the investment of such funds or the liquidation of any Permitted Investments, in each case other
than as expressly provided herein or, with respect to a Series Account, in a Series Supplement.



          (d) Investments. For so long as any Equipment Notes remain Outstanding, the Indenture
Trustee, at the written direction of the Administrator, shall invest and reinvest the



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funds on deposit in the Indenture Accounts (other than the Series Accounts, which shall not be
invested) in Permitted Investments; provided, however, that if an Event of Default has occurred and
is continuing, the Administrator shall have no right to direct such reinvestment and the Indenture
Trustee shall invest such amount in Indenture Investments from the time of receipt thereof until
such time as such amounts are required to be distributed pursuant to the terms of this Master
Indenture. In the absence of written direction delivered to the Indenture Trustee from the
Administrator, the Indenture Trustee shall invest any funds in Permitted Investments described in
clause (f) of the definition thereof. The Indenture Trustee shall make such investments and
reinvestments in accordance with the terms of the following provisions:





          (i) the Permitted Investments shall have maturities and other terms such that
sufficient funds shall be available to make required payments pursuant to this Master
Indenture on the Business Day immediately preceding the first Payment Date after which such
investment is made; and




          (ii) if any funds to be invested are not received in the Indenture Accounts by noon,
New York City time, on any Business Day, such funds shall, if possible, be invested in
overnight Permitted Investments.



          (e) Earnings. Earnings on investments of funds in the Indenture Accounts shall be
deposited in the Collections Account when received and credited as Collections for the Collection
Period when so received, it being understood that funds in the Series Accounts shall not be
invested.



          (f) WTC as Securities Intermediary; Control.




          (i) WTC shall act as the “securities intermediary” (within the meaning of the UCC) in
respect of all securities and other property credited to the Indenture Accounts.




          (ii) WTC as securities intermediary agrees with the parties hereto that each Indenture
Account shall be an account to which financial assets (within the meaning of the UCC) may be
credited and undertakes to treat the Indenture Trustee as entitled to exercise rights that
comprise such financial assets. WTC as securities intermediary agrees with the parties
hereto that each item of property credited to each Indenture Account shall be treated as
such a financial asset. WTC as securities intermediary acknowledges that the “securities
intermediary’s jurisdiction” as defined in the UCC with respect to the Collateral, shall be
the State of New York. WTC as securities intermediary represents and covenants that it is
not and will not be (as long as it is acting as securities intermediary hereunder) a party
to any agreement in respect of the Collateral that is inconsistent with the provisions of
this Master Indenture. WTC as securities intermediary agrees that any item of property
credited to any Indenture Account shall not be subject to any security interest, lien, or
right of setoff in favor of the securities intermediary or anyone claiming through the
securities intermediary (other than the Indenture Trustee).



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          (iii) It is the intent of the Indenture Trustee and the Issuer that each Indenture
Account shall be a securities account of the Indenture Trustee and not an account of the
Issuer. Nonetheless, WTC as securities intermediary agrees that it will comply with
entitlement orders originated by the Indenture Trustee without further consent by the
Issuer. WTC as securities intermediary hereby further covenants that it will not agree with
any person or entity (other than the Indenture Trustee) that it will comply with entitlement
orders originated by such person or entity.




          (iv) Nothing herein shall imply or impose upon WTC as securities intermediary any duty
or obligations other than those expressly set forth herein and those applicable to a
securities intermediary under the UCC (and WTC as securities intermediary hereunder shall be
entitled to all of the protections available to a securities intermediary under the UCC).
Without limiting the foregoing, nothing herein shall imply or impose upon WTC as securities
intermediary any duties of a fiduciary nature (but not in limitation of any such duties of
the Indenture Trustee hereunder).




          (v) WTC as securities intermediary hereby represents and warrants and agrees with the
Issuer and for the benefit of the Indenture Trustee as follows:




          (A) With respect to Permitted Investments and Indenture Investments that are
book entry securities, such Permitted Investments and Indenture Investments have
been credited to the Indenture Trustee’s securities account by accurate book entry.




          (B) The securities intermediary shall not accept entitlement orders from any
other person except as authorized by the Indenture Trustee.




          (C) To the extent determined by the actions of WTC as securities intermediary,
the Indenture Trustee shall at all times have “control” (as defined in Section 8-106
of the UCC) over the securities account and the Permitted Investments and Indenture
Investments that are book entry securities.




          (D) WTC as securities intermediary has received no notice of, and has no
knowledge of any “adverse claim” (as such term is defined in the UCC) as to the
Collateral.




          (E) WTC as securities intermediary waives any lien, claim or encumbrance in
favor of the securities intermediary in the Collateral.




          (F) WTC as securities intermediary is a “securities intermediary” as such term
is defined in Section 8-102(a)(14) of the UCC and in the ordinary course of its
business maintains “securities accounts” for others, as such terms are used in
Section 8-501 of the UCC and as securities intermediary will be acting in such
capacity hereunder.




          (G) WTC as securities intermediary is not a “clearing corporation,” as such
term is defined in Section 8-102(a)(5) of the UCC.



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          (vi) Each of the Issuer and the Indenture Trustee hereby agrees and acknowledges that
WTC as securities intermediary, for the benefit of the Indenture Trustee and the Secured
Parties, shall have “control” over each Indenture Account under and for purposes of Section
9-104(a)(1) of the UCC.



          (g) Investment Disclosure. The Issuer and the Noteholders, by their acceptance of the
Equipment Notes or their interests therein, acknowledge that shares or investments in Permitted
Investments or Indenture Investments are not obligations of Wilmington Trust Company, or any parent
or affiliate of Wilmington Trust Company, are not deposits and are not insured by the FDIC. The
Indenture Trustee or its affiliate may be compensated by mutual funds or other investments
comprising Permitted Investments or Indenture Investments for services rendered in its capacity as
investment advisor, or other service provider, and such compensation is both described in detail in
the prospectuses for such funds or investments, and is in addition to the compensation, if any,
paid to Wilmington Trust Company in its capacity as Indenture Trustee hereunder. The Issuer and
Noteholders agree that the Indenture Trustee shall not be responsible for any losses or diminution
in the value of the Indenture Accounts occurring as a result of the investment of funds in the
Indenture Accounts in accordance with the terms hereof.



     Section 3.02 Collections Account.



          (a) Pursuant to and in accordance with the terms of the Account Administration Agreement, the
Account Collateral Agent is to, upon receipt thereof, deposit in the Customer Payment Account the
Collections received by it. Pursuant to and subject to the terms of the Account Administration
Agreement, on each Business Day all amounts constituting Collections on deposit in the Customer
Payment Account are to be transferred by the Account Collateral Agent to the Collections Account.



          (b) The Indenture Trustee shall, upon receipt thereof, deposit in the Collections Account all
Collections and all other payments received by it in connection with the Portfolio.



          (c) Additional funds may be deposited into the Collections Account from the Liquidity Reserve
Account in accordance with Section 3.04, the Optional Reinvestment Account in accordance with
Section 3.05 and the Mandatory Replacement Account in accordance with Section 3.09.



          (d) All or any portion of any Net Disposition Proceeds from an Involuntary Railcar Disposition
received in the Collections Account may be transferred to the Optional Reinvestment Account, to the
extent that the Issuer elects to reinvest all or a portion of such Net Disposition Proceeds in a
Replacement Exchange in accordance with Section 3.09 hereof. All of the transfers of funds
described in this Section 3.02 will be made prior to the distribution of the Available Collections
Amount pursuant to Section 3.11.



          (e) On each Closing Date, at the direction of the Issuer, a portion of cash proceeds from the
issuance of the Equipment Notes of the applicable Series, together with the amount of any necessary
capital contribution made by the Member to the Issuer, will be



31









 




deposited in the Collections Account in order to assure sufficient funds are available for
payments on the first Payment Date for such Series pursuant to Section 3.11(a).




     Section 3.03 Withdrawal upon an Event of Default. After the occurrence of and during
the continuance of an Event of Default, at the Direction of the Requisite Majority, the Indenture
Trustee shall withdraw any or all funds then on deposit in any of the Indenture Accounts (other
than the Series Accounts) and transfer such funds to the Collections Account for application on the
next upcoming Payment Date in accordance with the Flow of Funds.



     Section 3.04 Liquidity Reserve Account; Liquidity Facilities.



          (a) On the Initial Closing Date, the Issuer shall deposit (or cause to be deposited) in the
Liquidity Reserve Account, cash in an amount equal to the Liquidity Reserve Target Amount as of the
Initial Closing Date out of the Net Proceeds of the issuance of the Series 2011-1 Notes received on
the Initial Closing Date and/or from funds contributed by the Member to the Issuer as equity on or
prior to such date. On each Series Issuance Date occurring after the Initial Closing Date, the
Issuer shall either: (i) deliver to the Indenture Trustee one or more Liquidity Facilities issued
in accordance with Section 3.15 in an amount up to the Liquidity Reserve Target Amount; or (ii) if
the Issuer does not deliver a Liquidity Facility, or delivers a Liquidity Facility or Liquidity
Facilities in an amount that is less than the Liquidity Reserve Target Amount, deposit (or cause to
be deposited) in the Liquidity Reserve Account, cash in an amount necessary to cause the amount on
deposit in the Liquidity Reserve Account (plus the amount of the Liquidity Facilities) to equal the
Liquidity Reserve Target Amount as of such Series Issuance Date, out of the Net Proceeds of such
Series and/or from funds contributed by the Member to the Issuer as equity on or prior to such
date.



          (b) On each Payment Date on which the Available Collections Amount is to be distributed
pursuant to the Flow of Funds, if (i) the sum of (A) the Liquidity Facility Available Amounts for
all Liquidity Facilities plus (B) the Balance in the Liquidity Reserve Account is less than (ii)
the Liquidity Reserve Target Amount as of such Payment Date, the Indenture Trustee shall, in
accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, deposit
funds into the Liquidity Reserve Account in order to restore the Balance therein to the Liquidity
Reserve Target Amount as of such Payment Date, to the extent of the Available Collections Amount as
provided in the Flow of Funds.



          (c) If the Available Collections Amount on any Payment Date is insufficient to pay (A) the
interest then due on the Outstanding Notes (excluding Additional Interest), (B) the net payments
owed by the Issuer under any Hedge Agreements (other than for the payment of any Hedge Termination
Value or Hedge Partial Termination Value) and (C) all amounts senior to interest in the Flow of
Funds, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant
to Section 3.10(e) hereof, effect a draw on the Liquidity Reserve Account and, if necessary, a draw
on one or more Liquidity Facilities, and make a deposit in the Collections Account for allocation
as part of Available Collections on the related Payment Date, in an amount equal to the lesser of
(i) the aggregate amount of the shortfalls in clauses (A), (B) and (C) and (ii) the Balance in the
Liquidity Reserve Account and/or the Liquidity Facility Available Amounts for the Liquidity
Facilities, as applicable, as of the related Determination Date as set forth in such Payment Date
Schedule. If the Balance in the Liquidity Reserve



32









 




Account and/or the Liquidity Facility Available Amounts for the Liquidity Facilities, as
applicable, as of such Determination Date is less than the aggregate amount of such shortfalls for
the related Payment Date, then any such balance remaining (after transfer to the Collections
Account and allocation and application to amounts senior to interest on the Equipment Notes in the
Flow of Funds) will be allocated on such Payment Date pro rata (x) to pay interest then due on the
Outstanding Equipment Notes (other than Additional Interest) and (y) to pay such net payments owed
by the Issuer under any Hedge Agreements (other than for the payment of any Hedge Termination Value
or Hedge Partial Termination Value). After giving effect to such allocation and payment with
respect to the interest then due on the Outstanding Equipment Notes (excluding Additional
Interest), (a) any shortfall in the amount available to pay such interest on such Payment Date
shall be allocated pro rata among the Outstanding Series, (b) the amount of such shortfall
allocated to each Series shall be the “Net Stated Interest Shortfall” for such Series, and (c) the
Net Stated Interest Shortfall for each Series shall be added to the Stated Interest Amount of such
Series for the next succeeding Payment Date.




          (d) On each Payment Date on which the Available Collections Amount is to be distributed
pursuant to the Flow of Funds, before making any distributions pursuant thereto, the Indenture
Trustee, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof,
shall withdraw from the Liquidity Reserve Account and deposit in the Collections Account the
excess, if any, of (A) the sum of the Liquidity Facility Available Amounts for all Liquidity
Facilities plus the Balance in the Liquidity Reserve Account (after giving effect to any
withdrawals therefrom to be made on such Payment Date pursuant to Section 3.04(c)) over (B) the
Liquidity Reserve Target Amount (determined after giving effect to any payments of principal on
Equipment Notes to be made on such Payment Date).



          (e) Upon repayment in full of all Outstanding Equipment Notes, the Balance in the Liquidity
Reserve Account (after giving effect to any withdrawals therefrom on such date pursuant to Section
3.04(c)), shall be deposited into the Collections Account for allocation pursuant to the Flow of
Funds.



          (f) The Issuer may attempt to procure a reduction in the amount of the Liquidity Reserve
Target Amount from time to time, subject to obtaining a Rating Agency Confirmation and receiving
the prior written consent of the Indenture Trustee (to be given only at the Direction of the
Requisite Majority), following which the Liquidity Reserve Target Amount shall be the amount as so
reduced.



     Section 3.05 Optional Reinvestment Account.



          (a) The Issuer may elect, by notice to the Indenture Trustee in writing, not later than the
last Business Day preceding the later of the date of any Involuntary Railcar Disposition or
Purchase Option Disposition and the date on which the Net Disposition Proceeds therefrom are
received, to deposit all or a portion of the Net Disposition Proceeds realized from such
Involuntary Railcar Disposition or Purchase Option Disposition, whether or not initially deposited
in the Collections Account, into the Optional Reinvestment Account. The Indenture Trustee shall
deposit in the Collections Account all or any portion of the Net Disposition Proceeds realized from
any Involuntary Railcar Disposition or Purchase Option Disposition as to which the direction
described in the preceding sentence is not received by the end of the last



33









 




Business Day preceding the later of the date of any such Involuntary Railcar Disposition or
Purchase Option Disposition and the date on which such Net Disposition Proceeds are received.




          (b) The Issuer may elect to apply the Net Disposition Proceeds from an Involuntary Railcar
Disposition or Purchase Option Disposition deposited in the Optional Reinvestment Account pursuant
to Section 3.05(a) in a Permitted Railcar Acquisition any time during the related Replacement
Period. On each Delivery Date during the Replacement Period on which the Issuer acquires an
Additional Railcar from a Seller in a Permitted Railcar Acquisition, the Indenture Trustee, at the
written direction of the Manager accompanied by a written statement of the Manager that all of the
conditions for payment of the Purchase Price for such Additional Railcar specified in the
applicable Asset Transfer Agreement have been satisfied, and that the requirements of Section
5.03(b) or 5.03(c), as applicable, have been satisfied, will transfer funds in an amount equal to
the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the
applicable Seller.



          (c) At any time in its discretion within one hundred eighty (180) days of deposit, the Issuer
may elect to transfer amounts in the Optional Reinvestment Account not otherwise reinvested to the
Collections Account for redemption of Equipment Notes and payment of any applicable Hedge Partial
Termination Value in accordance with Section 3.14. The Indenture Trustee, without further
direction from the Manager or the Administrator, shall transfer any amounts in the Optional
Reinvestment Account at the end of the Replacement Period applicable to the Involuntary Railcar
Disposition or Purchase Option Disposition to the Collections Account on the next Business Day
after the end of such Replacement Period (or, if notified by the Manager in writing prior to such
date that the Issuer no longer intends to effect a related Permitted Railcar Acquisition with such
funds or only intends to apply a portion of such funds for such purpose, then the Indenture Trustee
shall, as directed in such written notice, transfer the amount of such funds not intended to be so
used to the Collections Account as promptly as practicable following receipt of such written
notice). All amounts so transferred to the Collections Account may not be withdrawn therefrom
except for distribution in accordance with Section 3.14.



     Section 3.06 Expense Account.



          (a) On each Closing Date, the Administrator shall direct the Indenture Trustee in writing to
(i) pay to such Persons as shall be specified by the Administrator such Issuance Expenses as shall
be due and payable in connection with the issuance and sale of the Equipment Notes on such Closing
Date, and (ii) transfer to the Expense Account the Required Expense Deposit, in each case out of
the Net Proceeds of the Equipment Notes issued on such Closing Date or the proceeds of a capital
contribution by the Member to the Issuer or from any combination thereof.



          (b) On each Payment Date, the Administrator will, in accordance with the priority of payments
set forth in the Flow of Funds, direct the Indenture Trustee, in writing, to pay or reimburse any
Operating Expenses that have been actually incurred or that are due and payable on such Payment
Date and to transfer to the Expense Account funds in an amount equal to the Required Expense
Deposit.



34









 





          (c) On any Business Day between Payment Dates, the Administrator may direct the Indenture
Trustee, in writing, to withdraw funds from the Expense Account in order to pay or reimburse any
Operating Expenses that the Administrator certifies in such writing are Operating Expenses that
have been actually incurred or that are then due and payable.



          (d) On the last Final Maturity Date for all Series of Equipment Notes, after payment of all
Operating Expenses due on such Final Maturity Date, the Indenture Trustee shall transfer the
Balance in the Expense Account to the Collections Account for distribution in accordance with the
Flow of Funds.



     Section 3.07 Series Accounts.



          (a) Upon the issuance of a Series of Equipment Notes, the Administrator shall cause to be
established and maintained a Series Account for such Series of Equipment Notes.



          (b) On each Payment Date, amounts will be deposited into each applicable Series Account in
accordance with Section 3.08 and Section 3.11 hereof.



          (c) All amounts transferred to a Series Account for any Series of Equipment Notes in
accordance with Section 3.08 and Section 3.11 hereof shall be used by the Indenture Trustee for the
payment of such Series of Equipment Notes (or Class thereof) in accordance with the terms of this
Master Indenture and the related Series Supplement.



     Section 3.08 Redemption/Defeasance Account.



          (a) Upon the sending of a Redemption Notice in respect of any Series of the Equipment Notes or
any Class thereof, or an election by the Issuer to effect a legal defeasance or covenant defeasance
of any Series of the Equipment Notes or any Class thereof pursuant to Article XII hereof, the
Indenture Trustee will establish a Redemption/Defeasance Account to retain the proceeds to be used
in order to redeem or defease such Series or Class.



          (b) Amounts shall be deposited into any Redemption/Defeasance Account in accordance with
Section 3.13 hereof.



          (c) On each Redemption Date, the Administrator, on behalf of the Indenture Trustee, shall
transfer a portion of the proceeds of any Optional Redemption equal to the Redemption Price of such
Series of Equipment Notes from the Redemption/Defeasance Account, established in respect of such
Optional Redemption in accordance with Section 3.13 hereof, to the Series Account for such Series
(except that an amount equal to the Hedge Termination Value that is owed by the Issuer, if any,
included in the Redemption Price concurrently will be withdrawn from the Redemption/Defeasance
Account and paid to the applicable Hedge Provider).



          (d) On each Payment Date, in respect of any Series of Equipment Notes that is the subject of a
legal defeasance or covenant defeasance, the Administrator, on behalf of the Indenture Trustee,
shall transfer from the Redemption/Defeasance Account to the Series Account for such Series, and
from such Series Account to the Holders of such Equipment Notes the payments of principal and
interest due on such Equipment Notes.



35









 





     Section 3.09 Mandatory Replacement Account.



          (a) The Issuer will direct the Manager or Administrator to cause the deposit of all Net
Disposition Proceeds realized from a Permitted Discretionary Sale into the Mandatory Replacement
Account.



          (b) The Issuer shall use all commercially reasonable efforts to use the funds deposited in the
Mandatory Replacement Account to purchase Additional Railcars in Permitted Railcar Acquisitions
during the applicable Replacement Periods with respect to the Net Disposition Proceeds constituting
such funds. The Indenture Trustee, at the written direction of the Manager or Administrator
accompanied by a written statement of the Manager or Administrator on behalf of the Issuer that the
applicable requirements of Section 5.03 have been satisfied, will transfer funds in an amount equal
to the Purchase Price for such Additional Railcar to the applicable Seller.



          (c) The Indenture Trustee, without further direction from the Manager or the Administrator,
shall transfer any amounts in the Mandatory Replacement Account at the end of the Replacement
Period applicable to the Permitted Discretionary Sale to the Collections Account on the next
Business Day after the end of such Replacement Period. All amounts so transferred to the
Collections Account may not be withdrawn therefrom except for distribution as contemplated by
Section 3.14.



     Section 3.10 Calculations.



          (a) As soon as reasonably practicable after each Determination Date, but in no event later
than 12:00 noon (New York City time) on the third Business Day prior to the immediately succeeding
Payment Date, the Issuer shall cause the Administrator, based on information known to it or
Relevant Information provided to it, to determine the amount of Collections received during the
Collection Period ending immediately prior to such Determination Date (including the amount of any
investment earnings on the Balances in the Collections Account, if any, as of such Determination
Date) and shall calculate the following amounts:




          (i) (A) the Balances in each of the Indenture Accounts on such Determination Date, and
(B) the amount of investment earnings (net of losses and investment expenses), if any, on
investments of funds on deposit therein during such Collection Period;




          (ii) (A) the Required Expense Amount for such Payment Date and (B) the excess, if any,
of the Required Expense Reserve for such Payment Date over the Balance in the Expense
Account after payment of all Operating Expenses on such Payment Date (the “Required Expense
Deposit”);




          (iii) the Available Collections Amount for such Payment Date, net of the amounts
described in Section 4.02(c)(i) if an Event of Default has occurred and is continuing on
such Payment Date;



36









 






          (iv) the Stated Interest Shortfall, if any, for each Series, the amounts, if any,
required to be transferred from the Liquidity Reserve Account to the Collections Account in
respect thereof pursuant to Section 3.04, and the Net Stated Interest Shortfall, if any, for
each Series;




          (v) all other amounts required to be reported in the Monthly Report and not included on
the Payment Date Schedule to be provided pursuant to Section 3.10(e); and




          (vi) any other information, determinations and calculations reasonably required in
order to give effect to the terms of this Master Indenture and the Operative Agreements,
including the preparation of the Monthly Report and Annual Report;


provided that, if the Administrator has not received all of the Relevant Information for such
Payment Date, the Administrator shall make reasonable assumptions for purposes of the calculations
contemplated by this Section 3.10.




          (b) Calculation of Interest Amounts, etc. Not later than 12:00 noon (New York City
time) on the third Business Day prior to each Payment Date, the Issuer shall cause the
Administrator or the Manager to make the following calculations or determinations with respect to
interest amounts due for each Series or Class on such Payment Date:




          (i) the Stated Interest Amount for the Equipment Notes, separated by Series and Class;
and




          (ii) the Additional Interest Amount, if any, separated by Series and Class.



          (c) Calculation of Principal Payments and Distributions to the Issuer. Not later than
12:00 noon (New York City time) on the third Business Day prior to each Payment Date, the Issuer
shall cause the Administrator or the Manager to calculate or determine the following with respect
to principal payments on the Equipment Notes due on such Payment Date and the amounts distributable
to the Issuer on such Payment Date:




          (i) the Outstanding Principal Balance of each Series of Equipment Notes (and Classes
within such Series) on such Payment Date immediately prior to any principal payment on such
date;




          (ii) the amounts of the principal payments, if any, to be made in respect of each
Series of Equipment Notes on such Payment Date, including the Scheduled Principal Payment
Amounts for each Series and any unpaid Scheduled Principal Payment Amounts for each Series
for prior Payment Dates; and




          (iii) the amounts, if any, distributable to the Issuer on such Payment Date.



37









 





          (d) Calculation of Payment Date Shortfalls. Not later than 12:00 noon (New York City
time) on the third Business Day prior to each Payment Date, the Issuer shall cause the
Administrator or the Manager to perform the calculations necessary to determine the following:




          (i) the amount, if any, by which the Stated Interest Amounts due in respect of all
Series on such Payment Date exceed the Available Collections Amount for such Payment Date
remaining after payment in full of all amounts senior thereto in the Flow of Funds, but
prior to giving effect to any transfer of funds to the Collection Account from the Liquidity
Reserve Account or from the Liquidity Facilities pursuant to Section 3.04 (the “Stated
Interest Shortfall”);




          (ii) the Net Stated Interest Shortfall in respect of each Series;




          (iii) the amount, if any, of payments to the Liquidity Facility Providers and the Hedge
Providers that are contemplated to be paid pursuant to the Flow of Funds but will not be
paid on such Payment Date out of the Available Collections Amount for such Payment Date;




          (iv) the amount, if any, of the Scheduled Principal Payment Amount payable on each
Series that will not be paid on such Payment Date out of the Available Collections Amount
for such Payment Date; and




          (v) if such Payment Date is the Final Maturity Date for any Series of Equipment Notes
or Class thereof, the amount, if any, by which the Outstanding Principal Balance of such
Series of Equipment Notes or Class thereof exceeds the Available Collections Amount after
payment in full of amounts senior thereto or pari passu therewith in the Flow of Funds (such
remainder, a “Final Principal Payment Shortfall”).



          (e) Application of the Available Collections Amount. Not later than 1:00 p.m., New
York City time, three Business Days prior to each Payment Date, the Issuer will cause the
Administrator (after consultation with the Manager), to prepare and deliver to the Indenture
Trustee the Payment Date Schedule setting forth the payments, transfers, deposits and distributions
to be made in respect of the Liquidity Reserve Account pursuant to Section 3.04, and in respect of
the Available Collections Amount (after giving effect to such payments, transfers, deposits and
distributions, if any) pursuant to the Flow of Funds, and setting forth separately, in the case of
payments in respect of each Series of Equipment Notes, the amount to be applied on such Payment
Date to pay all interest, principal and premium, if any, on such Series of Equipment Notes (and
each Class thereof), all in accordance with Section 3.11. On each Payment Date, the Indenture
Trustee, based on the Payment Date Schedule provided by the Administrator for such Payment Date,
will make payments, transfers, deposits and distributions in an aggregate amount equal to the
Available Collections Amount in accordance with the order of priority set forth in the Flow of
Funds. If the Indenture Trustee shall not have received such Payment Date Schedule by the last
Business Day preceding any Payment Date, such Payment Date shall be deferred until the next
Business Day after such Payment Date Schedule is received by the Indenture Trustee.



38









 





          (f) Relevant Information. The Issuer shall cause each Service Provider having
Relevant Information in its possession to make such Relevant Information available to the
Administrator and the Manager not later than 1:00 p.m., New York City time, at least five Business
Days prior to each Payment Date.



     Section 3.11 Payment Date Distributions from the Collections Account.



          (a) Regular Distributions. On each Payment Date, so long as no Event of Default has
occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 have
been made, the Available Collections Amount will be applied in the following order of priority:




                    (1) to the payment or reimbursement of the portion of the Required
Expense Amount described in clause (i) of the definition thereof to the
applicable payees, and to the Expense Account in an amount equal to the
Required Expense Deposit;




                    (2) to the payment to the Service Providers of the Service Provider
Fees, pro rata based on the amount due;




                    (3) to the repayment of any outstanding Manager Advances (together
with interest thereon as provided in the Management Agreement);




                    (4) pro rata, based on the amount due, (i) to the Series Accounts,
all current and past due interest on the Outstanding Notes of each
Series, other than current or past due Additional Interest, (ii) to the
Liquidity Facility Providers, all interest owed to the Liquidity Facility
Providers in connection with draws under the related Liquidity Facilities
for such Liquidity Providers, (iii) to each Hedge Provider, all Senior
Hedge Payments, and (iv) to the Liquidity Facility Providers, all
indemnification obligations payable to the Liquidity Facility Providers
in connection with the related Liquidity Facilities; provided that any
amounts drawn from the Liquidity Reserve Account or any Liquidity
Facility will be applied only to the items described in clauses (i) and
(iii) hereof (other than payments of any Hedge Termination Value or
Hedge Partial Termination Value);




                    (5) to first, reimburse or repay pro rata each related Liquidity
Facility Provider the principal amounts drawn under any Liquidity
Facility and not previously reimbursed, and second, deposit in the
Liquidity Reserve Account an amount equal to the positive difference (if
any) between (x) the Liquidity Reserve Target Amount (after giving effect
to the payments in clause first) and (y) the balance in the Liquidity
Reserve Account;




                    (6) to the Series Accounts, the Scheduled Principal Payment Amounts
on all Series of Outstanding Notes entitled thereto,



39









 






first to the earliest issued Series, and second, within each Series,
to each Class sequentially in ascending numerical designation of each
such Class but pro rata among any alphabetical sub-classes of the same
Class;




                    (7) to the Series Accounts, for the payment of the Outstanding
Principal Balance of all Rapid Amortization Notes, sequentially among
each Rapid Amortization Series in order of their issuance date, and
within each Rapid Amortization Series, to each Rapid Amortization Class
sequentially in ascending numerical designation of each such Class but
pro rata among any alphabetical sub-classes of the same Class;




                    (8) if an Early Amortization Event has occurred and is then
continuing, to the Series Accounts, for the payment of an amount equal to
the Outstanding Principal Balance of the Equipment Notes (after the
payments in clauses (6) and (7) above, pro rata according to the
Outstanding Principal Balance of all Equipment Notes;




                    (9) to the Series Accounts, the payment of all current and past due
Additional Interest due on the Equipment Notes, pro rata based on the
amount due;




                    (10) to the Series Accounts, the payment of any Redemption Premium
owing to the Holders of the Equipment Notes, pro rata based on the amount
due;




                    (11) to the Hedge Providers for the payment of Subordinated Hedge
Payments, pro rata based on the amount due;




                    (12) to the Initial Purchasers, for the payment of any indemnities
of the Issuer payable to the Initial Purchasers, pro rata based on the
amount due;




                    (13) to pay or reimburse the Issuer (or the Manager on its behalf)
for costs of Optional Modifications to the extent not paid from any other
available source of revenues of the Issuer; and




                    (14) to the Issuer, all remaining amounts, which may be distributed
to the Member.



          (b) Event of Default Distributions. On each Payment Date, if an Event of Default has
occurred and is then continuing, the Available Collections Amount will be applied in the following
order of priority, after payment of the amounts described in Section 4.02(c)(i):




                    (1) to the payment or reimbursement of the portion of the Required
Expense Amount described in clause (i) of the definition



40









 






thereof to the applicable payees, and to the Expense Account in an
amount equal to the Required Expense Deposit;




                    (2) to the payment to the Service Providers of the Service Provider
Fees, pro rata based on the amount due;




                    (3) to the repayment of any outstanding Manager Advances (together
with interest thereon as provided in the Management Agreement);




                    (4) pro rata based on the amount due, (i) to the Series Accounts,
all current and past due interest on the Outstanding Notes of each
Series, other than current or past due Additional Interest, (ii) to the
Liquidity Facility Providers, all interest owed to Liquidity Facility
Providers in connection with draws under the related Liquidity Facilities
for the Liquidity Facility Providers, together with all principal amounts
drawn under any Liquidity Facility and not previously reimbursed, (iii)
to the Hedge Providers, all unpaid Senior Hedge Payments, and (iv) to the
Liquidity Facility Providers, all indemnification obligations payable to
the Liquidity Facility Providers in connection with the related Liquidity
Facilities; provided that any amounts drawn from the Liquidity Reserve
Account or any Liquidity Facility will be applied only to the items
described in clauses (i) and (iii) hereof (other than payments of any
Hedge Termination Value or Hedge Partial Termination Value);




                    (5) pro rata based on the Outstanding Principal Balances of the
Outstanding Series, to the Series Accounts, the Outstanding Principal
Balances of the Equipment Notes;




                    (6) to the Series Accounts, all current and past due Additional
Interest on the Outstanding Equipment Notes, pro rata based on the amount
due;




                    (7) to the Series Accounts, the payment of any Redemption Premium
owing to the Holders of the applicable Series, pro rata based on the
amount due




                    (8) to the Hedge Providers, the amount of any Subordinated Hedge
Payments, pro rata based on the amount due;




                    (9) to the Initial Purchasers, any indemnities of the Issuer payable
to the Initial Purchasers, pro rata based on the amount due;




                    (10) to pay or reimburse the Issuer (or the Manager on its behalf)
for costs of Optional Modifications to the extent not paid from any other
available source of revenues of the Issuer; and



41









 






                    (11) to the Issuer, all remaining amounts, which may be distributed
to the Member.



          (c) Redemption. On any Payment Date on which any Series of Equipment Notes or Class
thereof is to be the subject of an Optional Redemption, the Administrator, on behalf of the
Indenture Trustee, shall distribute the amounts in the applicable Redemption/Defeasance Account to
(i) the Holders of such Series or Class, as applicable, as provided in the relevant Redemption
Notice and (ii) to the extent the Redemption Price includes amounts owed to Hedge Providers, to
such Hedge Providers.



          (d) Payments by Wire Transfer. All payments to be made pursuant to this Section 3.11
to Persons other than Noteholders shall be made through a wire transfer of funds to the applicable
Person. All payments to Noteholders shall be governed by Section 2.05.



     Section 3.12 Voluntary Redemptions. If permitted under the related Series Supplement
and if no Event of Default then exists, the Issuer will have the option to prepay the Outstanding
Principal Balance of any Class of the applicable Series of Equipment Notes in an Optional
Redemption. If an Event of Default then exists, the Issuer will have the option to prepay the
Outstanding Principal Balance of all (but not less than all) Series of Equipment Notes then
Outstanding. It is understood that Optional Redemptions do not effect a release of Collateral from
the Security Interest of this Master Indenture, unless resulting in the repayment in full of all
Secured Obligations relating to the Series being redeemed. Any Optional Redemption in part, if
permitted in accordance with the applicable Series Supplement, will be achieved by a pro rata
prepayment of the Outstanding Principal Balance of the applicable Equipment Notes.



     Section 3.13 Procedure for Redemptions.



          (a) Method of Redemption. In the case of any Optional Redemption, the Issuer will
deposit, or will cause to be deposited, in the Redemption/Defeasance Account an amount equal to the
Redemption Price of the Equipment Notes or portion thereof to be redeemed. Once a Redemption
Notice in respect of an Optional Redemption is published, the applicable outstanding principal
amount of each Series of Equipment Notes (or Class thereof) to which such Redemption Notice applies
will become due and payable on the Redemption Date stated in such Redemption Notice at its
Redemption Price. In the case of a redemption in whole of a Series, all Equipment Notes of such
Series that are redeemed will be surrendered to the Indenture Trustee for cancellation and will be
cancelled by the Indenture Trustee, and accordingly may not be reissued or resold.



          (b) Deposit of Redemption Amount. On or before any Redemption Date in respect of an
Optional Redemption under Section 3.12, the Issuer shall, to the extent an amount equal to the
Redemption Price of the Equipment Notes to be redeemed and any transaction expenses as of the
Redemption Date is not then held by the Issuer or on deposit in the Redemption/Defeasance Account,
deposit or cause to be deposited such amount in the Redemption/Defeasance Account.



          (c) Equipment Notes Payable on Redemption Date. After notice has been given under
Section 3.13(d) hereof as to the Redemption Date in respect of any Optional



42









 




Redemption, the Outstanding Principal Balance of the Equipment Notes to be redeemed on such
Redemption Date in the amount identified in such notice shall become due and payable on the
Redemption Date at the Redemption Price (net of any portion thereof payable to the applicable Hedge
Provider) at the Corporate Trust Office of the Indenture Trustee, and from and after such
Redemption Date (unless there shall be a default in the payment of the applicable amount to be
redeemed) such principal amount shall cease to bear interest. Upon surrender of any Equipment Note
for redemption in accordance with such notice, the Redemption Price of such Equipment Note shall be
paid as provided for in Section 3.11(d). If any Equipment Note to be redeemed shall not be so
paid, or shall only be paid in part in accordance with the terms of such notice, the remaining
Outstanding Principal Balance thereof shall continue to bear interest from the Redemption Date
until paid at the interest rate applicable to such Equipment Note.




          (d) Redemption Notice. In respect of any Optional Redemption of any Series or Class
of Equipment Notes to be made out of amounts available for such purposes, the Indenture Trustee
will give a Redemption Notice to each Holder of the Equipment Notes to be redeemed and to each
Hedge Provider, provided that the Indenture Trustee shall have determined in advance of giving any
such Redemption Notice that funds are or will, on the applicable Redemption Date, be available
therefor. Such Redemption Notice must be given at least twenty (20) days but not more than sixty
(60) days before such Redemption Date. Each Redemption Notice must state (i) the applicable
Redemption Date, (ii) the Equipment Notes being redeemed (which may be some or all of a Series or
Class, as permitted by the applicable Series Supplement) and, if applicable, the portion of the
Outstanding Principal Balance of such Equipment Notes that is to be redeemed (and in respect
thereof, the Redemption Price (less an amount equal to any portion thereof payable to the
applicable Hedge Provider) will be distributed to the Holders of the applicable Equipment Notes pro
rata in the same manner as partial repayments of principal on the Equipment Notes made pursuant to
the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect),
(iii) the Indenture Trustee’s arrangements for making payments due on the Redemption Date, (iv) the
Redemption Price of the Equipment Notes to be redeemed, including a description of the portion
thereof, if applicable, that is payable to the applicable Hedge Provider(v) for an Optional
Redemption of an entire Class or Series of Equipment Notes or of all Outstanding Equipment Notes,
that the Equipment Notes to be redeemed must be surrendered (which action may be taken by any
Holder of the Equipment Notes or its authorized agent) to the Indenture Trustee to collect the
Redemption Price on such Equipment Notes (less an amount equal to any portion thereof payable to
the applicable Hedge Provider), and (vi) that, unless the Issuer defaults in the payment of the
Redemption Price, if any, interest on the portion of the Outstanding Principal Balance of the
Equipment Notes called for redemption will cease to accrue on and after the Redemption Date.



     Section 3.14 Adjustments in Targeted Principal Balances.



          (a) Railcar Dispositions. If Net Disposition Proceeds have been transferred to the
Collections Account, then (a) on the next following Payment Date, the Outstanding Principal Balance
of the Equipment Notes will be partially redeemed with such Net Disposition Proceeds (less an
amount equal to any Hedge Partial Termination Value that would be owed by the Issuer to Hedge
Providers (if applicable)), with such amounts, as applicable, being paid directly to the
Noteholders and any applicable Hedge Providers from the Collections Account, and not pursuant to
the Flow of Funds, prior to any other distribution of Available Collections Amounts pursuant



43









 




to the Flow of Funds, with respect to the Equipment Notes sequentially beginning with the
earliest issued Series and then by ascending numeric order of the Classes (but pro rata among any
alphabetical sub-classes of the same Class), distributed pro rata to the Noteholders of such Class
being redeemed in accordance with the Outstanding Principal Balance of the Notes entitled to such
payment, and (b) on such Payment Date, the Scheduled Targeted Principal Balance of the Equipment
Notes being partially redeemed on such Payment Date will be reduced for all subsequent Payment
Dates by an amount equal to the result of (a) the Scheduled Targeted Principal Balances of such
Equipment Notes for each such Payment Date, minus (y) the product of (a) the Redemption Fraction
for such Equipment Notes as of each such Payment Date and (b) the Scheduled Targeted Principal
Balance of such Equipment Notes for each such Payment Date. If proceeds of a Permitted
Discretionary Sale are applied to early repayment of Equipment Notes pursuant to this paragraph,
then the Issuer shall also be required to pay, in connection with and on the date of the resulting
prepayment, Redemption Premium on such prepaid principal amount if at such time an Optional
Redemption of the applicable Equipment Notes would also require the payment of Redemption Premium
(with such Redemption Premium, if owing, to be determined in the same manner).




          (b) Optional Redemption. In connection with any Optional Redemption in part, the
Scheduled Targeted Principal Balance for the remaining Equipment Notes of such Series or Class
shall be reduced on the Redemption Date and each subsequent Payment Date by the product of (i) the
Redemption Fraction and (ii) the Scheduled Targeted Principal Balance that existed for the
Redemption Date or such subsequent Payment Date, as the case may be, immediately prior to such
Optional Redemption. No Optional Redemption in part shall occur with respect to a Series or Class
unless the Series Supplement for such Series or Class provides for an Optional Redemption in part
with respect to such Series or Class, as applicable.



          (c) Redemption Fraction. “Redemption Fraction” means, for any Equipment Notes subject
to a partial redemption, a fraction, the numerator of which is the principal amount of such
Equipment Notes that is being redeemed, and the denominator of which is the Outstanding Principal
Balance of such Equipment Notes immediately prior to such partial redemption.



          (d) Notice to Hedge Providers and Rating Agencies. If so provided in a Series
Supplement, the Issuer shall give each applicable Hedge Provider and each applicable Rating Agency
prior written notice of a redemption of all or a portion of the Equipment Notes pursuant to this
Section 3.14.



     Section 3.15 Liquidity Facilities. The Issuer may establish one or more Liquidity
Facilities in connection with the issuance of an Additional Series by entering into transaction
documentation (the “Liquidity Facility Documents”) with one or more Liquidity Facility Providers.
The following conditions must be satisfied before the Issuer establishes a Liquidity Facility:



          (a) the Issuer’s having obtained Rating Agency Confirmation with respect to all Outstanding
Series, provided that, because the establishment of such Liquidity Facility would occur in
connection with the issuance of an Additional Series, the establishment of such



44









 




Liquidity Facility would be subject to the same Rating Agency Confirmation as such Additional
Series;




          (b) no Manager Termination Event, Event of Default or Early Amortization Event shall have
occurred and be continuing at the time of the establishment of the Liquidity Facility, and no
Manager Termination Event, Event of Default or Early Amortization Event would occur as a result of
the transactions associated with the establishment of the Liquidity Facility;



          (c) the Liquidity Facility Provider shall have a long-term credit rating of not less than the
highest rating issued by the Rating Agency on any Outstanding Equipment Notes, and shall not have a
published long-term rating issued by any NRSRO lower than the highest rating on any Outstanding
Equipment Notes;



          (d) the Liquidity Facility Documents shall contain provisions (i) addressing the limited
recourse nature of the Issuer’s obligation to make payments to the Liquidity Facility Provider,
(ii) consistent with the bankruptcy remoteness of the Issuer, (iii) restricting the ability of the
Liquidity Facility Provider to assign, transfer or delegate its obligations under the Liquidity
Facility, (iv) ensuring that draws on the Liquidity Facility are payable on demand and without the
need for a default or event of default to have occurred, (v) setting forth timetables consistent
with the Issuer having funds to make timely payments on the Equipment Notes, and (vi) allowing a
reasonable period of time for the Issuer to renew or to replace the Liquidity Facility as it nears
its stated maturity, and to effect draws under the Liquidity Facility in the event the Liquidity
Facility is not timely renewed or replaced, or the Liquidity Facility Provider is downgraded or
defaults in its obligations after any applicable grace period; and



          (e) the Issuer shall have delivered to the Indenture Trustee, on or prior to the establishment
of such Liquidity Facility:




          (i) an original copy of the Liquidity Facility Documents for such Liquidity Facility,
duly executed by the Issuer and the Liquidity Facility Provider, as applicable;




          (ii) an officer’s certificate, duly executed by a Responsible Officer of the Issuer,
meeting the requirements of Section 1.03 hereof and stating that (A) the establishment of
such Liquidity Facility and the Liquidity Facility Documents are authorized and permitted by
this Master Indenture and (B) all conditions precedent in this Master Indenture to (x) the
establishment of such Liquidity Facility and (y) the execution, delivery and performance of
the Liquidity Facility Documents have been duly satisfied in accordance with the terms of
this Master Indenture; and




          (iii) one or more opinions of counsel, duly executed by counsel to the Issuer, meeting
the requirements of Section 1.03 hereof and containing a statement to the effect that (A)
the establishment of such Liquidity Facility and the Liquidity Facility Documents are
authorized and permitted by this Master Indenture and (B) that all conditions precedent in
this Master Indenture to (x) the establishment of such Liquidity Facility and (y) the
execution, delivery and performance of the Liquidity Facility



45









 






Documents have been duly satisfied in accordance with the terms of this Master
Indenture.



          Unless otherwise provided in a Series Supplement, each Liquidity Facility will be secured by
the lien of this Master Indenture.



     Section 3.16 Hedge Agreements.



          (a) On each Closing Date on which the Issuer is issuing Floating Rate Notes, the Issuer must
enter into one or more Hedge Agreements with one or more Eligible Hedge Providers. Each Hedge
Agreement will be secured by the lien of this Master Indenture.



          (b) For so long as any Series or Class of Floating Rate Notes remains Outstanding, the Issuer
must maintain one or more Hedge Agreements with an aggregate notional balance (x) equal to or
exceeding the product of (i) seventy percent (70%) and (ii) the aggregate Outstanding Principal
Balance of all such Series or Classes of Floating Rate Notes (the amount described in this clause
(x), the “Minimum Hedging Amount”) and (y) less than or equal to the product of (i) one hundred
five percent (105%) and (ii) the aggregate Outstanding Principal Balance of all such Series or
Classes of Floating Rate Notes (the amount described in this clause (y), the “Maximum Hedging
Amount” and, collectively with the Minimum Hedging Amount, the “Hedging Requirement”).
Notwithstanding any other term or provision of this Master Indenture, but subject to Section 10.05
hereof: without the consent of Noteholders, the Issuer and the Indenture Trustee may amend this
Master Indenture from time to time, with the prior written consent of all Hedge Providers and
subject to receipt of Rating Agency Confirmation, to stipulate different percentages for the
Minimum Hedging Amount or the Maximum Hedging Amount.



          (c) If the Issuer is not able to meet the Minimum Hedging Amount, it must, within ninety-five
(95) days, use reasonable commercial efforts to enter into one or more Hedge Agreements, or, if the
reason for such non-compliance is that a Hedge Agreement has terminated in its entirety, but
Floating Rate Notes remain outstanding, enter into one or more replacement Hedge Agreements at
least sufficient to meet the Minimum Hedging Amount. If, at the expiration of such ninety-five
(95) day period the Issuer has been unable to enter into additional or replacement Hedge Agreements
in order to meet the Minimum Hedging Amount, the Requisite Majority (in its sole discretion) may
direct the Indenture Trustee on behalf of the Issuer to enter into, maintain or terminate (in whole
or in part), one or more Hedge Agreements selected by the Requisite Majority (in its sole
discretion) such that, after giving effect to such action, the Issuer will be in compliance with
the Hedging Requirement. In the event the Requisite Majority determines to direct the Indenture
Trustee to enter into, maintain or terminate (in whole or in part) a Hedge Agreement on the
Issuer’s behalf, the Requisite Majority shall promptly send a copy of any such agreement to the
Issuer.



          (d) If contemplated by a Hedge Agreement, the Issuer may enter into off-setting interest rate
transactions in order to comply with the Hedging Requirement.



          (e) Except as otherwise provided in this Master Indenture or the applicable Series Supplement,
payments by the Issuer to Hedge Providers shall be made to such Hedge



46









 




Providers on each Payment Date in accordance with the Flow of Funds and payments by Hedge
Providers to the Issuer shall be made to the Collections Account.




          (f) If a Hedge Provider (a “Designated Hedge Provider”) is the “defaulting party” or “affected
party” under a Hedge Agreement (a “Designated Hedge Agreement”) and, as a result, the Issuer is
entitled to terminate such Designated Hedge Agreement, then, promptly after the Issuer becomes
aware thereof, the Issuer (i) shall notify the Indenture Trustee and each Rating Agency and (ii)
shall use commercially reasonable efforts to arrange for another Eligible Hedge Provider (a
“Replacement Hedge Provider”) to enter into a replacement Hedge Agreement (a “Replacement Hedge
Agreement”) with the Issuer to the extent that the Issuer would be required to enter into a Hedge
Agreement under Section 3.16(c) hereof if the Designated Hedge Agreement were not in effect (and
subject to the timing, and the rights of the Requisite Majority, specified in Section 3.16(c)
hereof); provided that, subject to the terms of the Designated Hedge Agreement, the Issuer shall
terminate such Designated Hedge Agreement at or prior to the time the Issuer enters into such
Replacement Hedge Agreement. In connection with any termination in whole of a Hedge Agreement if
the Issuer is entering, or will enter, into a Replacement Hedge Agreement, the Administrator, on
behalf and at the direction of the Issuer, will establish with the Indenture Trustee a securities
and cash account (a “Replacement and Termination Receipts Account”). The Issuer will deposit (or
cause to be deposited) in the Replacement and Termination Receipts Account (x) any Hedge
Termination Value paid by the Hedge Provider under the terminating Hedge Agreement to the Issuer,
which Hedge Termination Value may be used by the Issuer to make payments required to a Replacement
Hedge Provider in connection with a Replacement Hedge Agreement; and (y) any initial payment from a
Replacement Hedge Provider that will be used to satisfy any obligation to pay a Hedge Termination
Value to the Hedge Provider under the terminating Hedge Agreement. A Replacement and Termination
Receipts Account will not be considered to be an Indenture Account for purposes of this Master
Indenture and funds standing to its credit will not be considered to be Collateral for purposes of
this Master Indenture. All amounts from time to time held in each Replacement and Termination
Receipts Account shall be held (a) in the name of the Indenture Trustee, for the benefit of the
Issuer, and (b) in the custody and under the “Control” (as such term is defined in the UCC) of the
Indenture Trustee, for the purposes and on the terms set forth in this Master Indenture.



          (g) If a Hedge Provider is required to post collateral under a Hedge Agreement (“Hedge
Collateral”), the Administrator, on behalf and at the direction of the Issuer, will establish with
the Indenture Trustee a securities and cash account (a “Hedge Collateral Account”). The Hedge
Collateral will be deposited in the Hedge Collateral Account; provided that the Hedge Collateral
will not be considered to be Collateral for purposes of this Master Indenture and the Hedge
Collateral Account will not be considered to be an Indenture Account for purposes of this Master
Indenture. All amounts from time to time held in each Hedge Collateral Account shall be held (a) in
the name of the Indenture Trustee, for the benefit of the Issuer, and (b) in the custody and under
the “Control” (as such term is defined in the UCC) of the Indenture Trustee, for the purposes and
on the terms set forth in this Master Indenture. If a Hedge Agreement is terminated and a Hedge
Collateral Account has been established with respect to the related Hedge Provider, then either:
(x) if a Hedge Termination Value is determined to be payable by the Issuer to such Hedge Provider,
then the Issuer shall direct the Indenture Trustee to transfer to such Hedge Provider such Hedge
Termination Value and, outside



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of the Flow of Funds, the relevant Hedge Collateral; or (y) if a Hedge Termination Value is
determined to be payable by such Hedge Provider to the Issuer, and (A) if such Hedge Provider pays
such Hedge Termination Value to the Issuer when due and payable, then the Issuer shall direct the
Indenture Trustee to immediately return the relevant Hedge Collateral to such Hedge Provider
outside of the Flow of Funds, and (B) if such Hedge Provider does not pay such Hedge Termination
Value to the Issuer when due and payable, then the Issuer shall direct the Indenture Trustee to the
extent necessary to liquidate such Hedge Collateral and to transfer such Hedge Collateral or the
proceeds thereof to the Collections Account in an amount equal to the lesser of (I) such Hedge
Termination Value and (II) the amounts standing to the credit of such Hedge Collateral Account (and
such Hedge Provider’s obligation to pay such Hedge Termination Value shall be deemed to have been
satisfied to the extent, but only to the extent, that such amounts are so transferred to the
Collections Account), and the Issuer shall direct the Indenture Trustee to pay any proceeds of such
Hedge Collateral in excess of such Hedge Termination Value to such Hedge Provider outside of the
Flow of Funds.




ARTICLE IV




DEFAULT AND REMEDIES



     Section 4.01 Events of Default. Each of the following events shall constitute an
“Event of Default” hereunder, and each such Event of Default shall be deemed to exist and continue
so long as, but only so long as, it shall not have been remedied:



          (a) failure to pay interest on any Equipment Notes then Outstanding (other than Additional
Interest, if any), in each case when such amount becomes due and payable, and such default
continues for a period of five (5) or more Business Days;



          (b) failure to make payment in full in cash of the Outstanding Principal Balance of the
Equipment Notes of any Series or Class on the respective Final Maturity Date of such Series or
Class;



          (c) failure to pay any amount (other than a payment default for which provision is made in
clause (a) or (b) of this Section 4.01) when due and payable in connection with any Series of
Equipment Notes or Class thereof, to the extent that on any Payment Date there are amounts
available in the Collections Account or the Liquidity Reserve Account therefor, or, with respect to
any amounts deposited in the Optional Reinvestment Account or the Mandatory Replacement Account,
the failure to apply such amounts or to transfer such amounts to the Collections Account, as the
case may be, in accordance with Section 3.05 and 3.09, and in any such case such default continues
for a period of five (5) or more Business Days after such Payment Date;



          (d) failure by the Issuer, TRIP Holdings, TRIP Leasing or TILC (in the case of TRIP Holdings,
TRIP Leasing and TILC, in respect of Operative Agreements to which any is a party other than any
Operative Agreement that is described in clause (k), (n) or (o) below) to comply with any of the
other covenants, obligations, conditions or provisions binding on it under this Master Indenture
and any Series Supplement, any of the Equipment Notes or any other Operative Agreement to which it
is a party (other than a payment default for which provision is



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made in clause (a), (b) or (c) of this Section 4.01, or a default addressed in clause (m) or
(p) below), if any such failure continues for a period of thirty (30) days or more after written
notice thereof has been given to the Issuer (provided that if such failure is capable of remedy and
the Administrator has promptly provided the Indenture Trustee with a certificate stating that the
Issuer, TRIP Holdings, TRIP Leasing or TILC, as applicable, has commenced, or will promptly
commence, and diligently pursue all reasonable efforts to remedy such failure or breach, then such
period of time shall be extended so long as the Issuer, TRIP Holdings, TRIP Leasing or TILC, as
applicable, is diligently pursuing such remedy but in any event no longer than sixty (60) days
after the date such written notice was given to the Issuer);




          (e) any representation or warranty made by the Issuer under this Master Indenture and any
Series Supplement or any other Operative Agreement to which it is a party or certificate delivered
by it shall prove to be untrue or incorrect in any material respect when made, and such untruth or
incorrectness, if curable, shall continue unremedied for a period of thirty (30) days or more after
written notice thereof has been given to the Issuer (provided that if such untruth or incorrectness
is capable of remedy and the Administrator has promptly provided the Indenture Trustee with a
certificate stating that the Issuer has commenced, or will promptly commence, and diligently pursue
all reasonable efforts to remedy such untruth or incorrectness, then such period of time shall be
extended so long as the Issuer is diligently pursuing such remedy but in any event no longer than
sixty (60) days after the date such written notice was given to the Issuer);



          (f) a court having jurisdiction in respect of the Issuer enters a decree or order for (i)
relief in respect of the Issuer under any Applicable Law relating to bankruptcy, insolvency,
receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other
similar law now or hereafter in effect; (ii) appointment of a receiver, liquidator, examiner,
assignee, custodian, trustee, sequestrator or similar official of the Issuer; or (iii) the winding
up or liquidation of the affairs of the Issuer and, in each case, such decree or order shall remain
unstayed or such writ or other process shall not have been stayed or dismissed within sixty (60)
days from entry thereof;



          (g) the Issuer (i) commences a voluntary case under any Applicable Law relating to bankruptcy,
insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors
or other similar law now or hereafter in effect, or consents to the entry of an order for relief in
any involuntary case under any such law; (ii) consents to the appointment of or taking possession
by a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator or similar official
of the Issuer or for all or substantially all of the property and assets of the Issuer; or (iii)
effects any general assignment for the benefit of creditors, admits in writing its inability to pay
its debts generally as they come due, voluntarily suspends payment of its obligations or becomes
insolvent;



          (h) a judgment or order for the payment of money in excess of $1,000,000 shall be rendered
against the Issuer and either (i) enforcement proceedings shall have been commenced by any creditor
upon such judgment or order or (ii) there shall be any period of ten (10) consecutive days during
which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise,
shall not be in effect; provided, however, that any such judgment or order shall not be an Event of
Default under this Section 4.01(h) if and for so long



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as (x) the amount of such judgment or order is covered by a valid and binding policy of
insurance between the defendant and the insurer (subject to customary deductible or co-payment)
covering payment thereof and (y) such insurer, which shall be rated at least “A-” by A.M. Best
Company or any similar successor entity, has been notified of, and has not disputed the claim made
for payment of, the amount of such judgment or order;




          (i) the Issuer is required to register as an investment company under the Investment Company
Act of 1940, as amended;



          (j) the Issuer shall have asserted that this Master Indenture or any of the other Operative
Agreements to which it is a party is not valid and binding on the parties thereto or any court,
governmental authority or agency having jurisdiction over any of the parties to the Indenture or
such other Operative Agreement shall find or rule that any material provision of any of such
agreements is not valid or binding on the parties thereto;



          (k) the Trustee, acting at the Direction of a Requisite Majority, shall have elected to remove
the Manager as a result of a Manager Termination Event (or to remove the Administrator in
accordance with the provisions of the Administrative Services Agreement providing for such rights
of removal), and a replacement Manager (or Administrator, as the case may be) shall not have
assumed the duties of the Manager (or Administrator, as the case may be) within one hundred eighty
(180) days after the date of such election;



          (l) as of any Payment Date, the Outstanding Principal Balance of the Equipment Notes exceeds
the Aggregate Adjusted Borrowing Value as of such date (and giving effect to repayments of
principal to occur on such date);



          (m) the Issuer shall use or permit the use of the Portfolio Railcars or any portion thereof in
a way that is not permitted by Section 5.04(u) of this Master Indenture, provided that such
unauthorized use shall not constitute an Event of Default for a period of 45 days after the
Issuer’s obtaining actual knowledge thereof so long as (i) such unauthorized use is not the result
of any willful action of the Issuer and (ii) such unauthorized use is capable of being cured and
the Issuer diligently pursues such cure throughout such 45-day period;



          (n) TILC (or any successor thereto in its capacity as Servicer) shall have defaulted in any
material respect in the performance of any of its obligations under the Servicing Agreement or a
default giving rise to a right to take remedial action shall occur under Section 6(a) of the
Account Administration Agreement, and, in each case, the Issuer shall have failed to exercise its
rights thereunder in respect of such default for a period of 30 days after receipt by the Issuer of
written notice from the Indenture Trustee, demanding that such action be taken;



          (o) an Insurance Manager Default shall have occurred and be continuing under the Insurance
Agreement, and the Issuer shall have failed to exercise its rights under the Insurance Agreement in
respect of such Insurance Manager Default for a period of 30 days after receipt by the Issuer of
written notice from the Indenture Trustee demanding that such action be taken; and



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          (p) the Issuer shall have defaulted in any material respect in the performance of any of its
covenants and agreements contained in Section 5.03(a) and such default shall continue unremedied
for a period of 30 days.



     Section 4.02 Remedies Upon Event of Default.



          (a) Upon the occurrence of an Event of Default of the type described in Section 4.01(f) or
4.01(g), the Outstanding Principal Balance of, and accrued interest on, all Series of Equipment
Notes, together with all other amounts then due and owing to the Noteholders, shall become
immediately due and payable without further action by any Person. If any other Event of Default
occurs and is continuing, then the Indenture Trustee, acting at the Direction of the Requisite
Majority, may declare the principal of and accrued interest on all Equipment Notes then Outstanding
to be due and payable immediately, by written notice to the Issuer, the Manager, the Hedge
Providers, the Liquidity Facility Providers and the Administrator (a “Default Notice”), and upon
any such declaration such principal and accrued interest shall become immediately due and payable.
At any time after the Indenture Trustee has declared the Outstanding Principal Balance of the
Equipment Notes to be due and payable and prior to the exercise of any other remedies pursuant to
this Master Indenture, the Indenture Trustee (at the Direction of the Requisite Majority), by
written notice to the Issuer, the Manager and the Administrator may, except in the case of (i) a
default in the deposit or distribution of any payment required to be made on the Equipment Notes,
(ii) a payment default on the Equipment Notes or (iii) a default in respect of any covenant or
provision of this Master Indenture that cannot by the terms hereof be modified or amended without
the consent of each Noteholder affected thereby, rescind and annul such declaration and thereby
annul its consequences, if (1) there has been paid to or deposited with the Indenture Trustee an
amount sufficient to pay all overdue installments of interest on the Equipment Notes, and the
principal of and premium, if any, on the Equipment Notes that would have become due otherwise than
by such declaration of acceleration, (2) the rescission would not conflict with any judgment or
decree, and (3) all other defaults and Events of Default, other than nonpayment of interest and
principal on the Equipment Notes that have become due solely because of such acceleration, have
been cured or waived.



          (b) If an Event of Default shall occur and be continuing, the Indenture Trustee may, and
shall, if given a Direction in writing by the Requisite Majority, do any or all of the following,
provided that the Indenture Trustee shall dispose of the Portfolio Railcars only if it has received
a Collateral Liquidation Notice:




          (i) Institute any Proceedings, in its own name and as trustee of an express trust, for
the collection of all amounts then due and payable on the Equipment Notes or under this
Master Indenture or the related Series Supplement with respect thereto, whether by
declaration or otherwise, enforce any judgment obtained, and collect from the Collateral and
any other assets of the Issuer any moneys adjudged due;




          (ii) Subject to the quiet enjoyment rights of any Lessee of a Portfolio Railcar,
conduct proceedings to sell, hold or lease the Collateral or any portion thereof or rights
or interest therein, at one or more public or private transactions conducted in any manner
permitted by law; provided that, the Indenture Trustee shall incur no liability as a




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result of the sale of the Collateral or any part thereof at any sale pursuant to this
Section 4.02 conducted in a commercially reasonable manner, and the Issuer hereby waives any
claims against the Indenture Trustee arising by reason of the fact that the price at which
the Collateral may have been sold at such sale was less than the price that might have been
obtained, even if the Indenture Trustee accepts the first offer received and does not offer
the Collateral to more than one offeree.




          (iii) Institute any Proceedings from time to time for the complete or partial
foreclosure of the Encumbrance created by this Master Indenture with respect to the
Collateral;




          (iv) Institute such other appropriate Proceedings to protect and enforce any other
rights, whether for the specific enforcement of any covenant or agreement in this Master
Indenture or in aid of the exercise of any power granted herein, or to enforce any other
proper remedy;




          (v) Exercise any remedies of a secured party under the UCC or any Applicable Law
and take any other appropriate action to protect and enforce the rights and remedies of the
Indenture Trustee or the Noteholders under this Master Indenture and any Series Supplement;




          (vi) Appoint a receiver or a manager over the Issuer or its assets; and




          (vii) Exercise its rights under Section 3.03 hereof.



          (c) If the Equipment Notes have been declared due and payable following an Event of
Default, any money collected by the Indenture Trustee pursuant to this Master Indenture or
otherwise, and any moneys that may then be held or thereafter received by the Indenture Trustee,
shall be applied to the extent permitted by law in the following order, at the date or dates fixed
by the Indenture Trustee;




          (i) First, to the payment of all costs and expenses of collection incurred by the
Indenture Trustee (including the reasonable fees and expenses of any counsel to the
Indenture Trustee), and all other amounts due the Indenture Trustee under this Master
Indenture and any Series Supplement; and




          (ii) Second, as set forth in the applicable provision of the Flow of Funds.



          (d) The Indenture Trustee shall provide each Rating Agency with a copy of any Default
Notice it receives or delivers pursuant to this Master Indenture. Within thirty (30) days after
the occurrence of an Event of Default in respect of any Series of Equipment Notes, the Indenture
Trustee shall give notice to the Noteholders of such Series of Equipment Notes, transmitted by
mail, of all uncured or unwaived Defaults actually known to a Responsible Officer of the Indenture
Trustee on such date; provided that the Indenture Trustee may withhold such notice with respect to
a Default (other than a payment default with respect to interest, principal or premium, if any) if
it determines in good faith that withholding such notice is in the interest of the affected
Noteholders.



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          (e) The Issuer hereby agrees that if an Event of Default shall have occurred and is
continuing, the Indenture Trustee and any permitted delegee thereof are hereby irrevocably
authorized and empowered to act as the attorney-in-fact for the Issuer with respect to the giving
of any instructions or notices under this Master Indenture.



          (f) If an Event of Default shall have occurred and is continuing, upon the written
Direction of the Requisite Majority, the Indenture Trustee shall render an accounting of the
current balance of each Indenture Account, and shall direct the Account Collateral Agent to render
an accounting of the current balance of the Customer Payment Account.



          (g) If an Event of Default shall have occurred and is continuing, and only in such event,
upon the written Direction of the Requisite Majority, the Indenture Trustee shall be authorized to
take any and all actions and to exercise any and all rights, remedies and options which it may have
under this Master Indenture (which rights and remedies shall include the right to direct the
withdrawal and disposition of amounts on deposit in the Indenture Accounts and the deposit thereof
in the Collections Account, other than amounts on deposit in Series Accounts) and which the
Requisite Majority directs it to take under this Master Indenture, including realization and
foreclosure on the Collateral.



          (h) The Indenture Trustee may after the occurrence of and during the continuance of an
Event of Default exercise any and all rights and remedies of the Issuer under or in connection with
the Assigned Agreements (including, without limitation, the Management Agreement and any successor
agreement therefor) and otherwise in respect of the Collateral, including, without limitation, any
and all rights of the Issuer to demand or otherwise require payment of any amount under, or
performance of any provision of, any Assigned Agreement. In addition, after the occurrence of and
during the continuance of an Event of Default, upon the Direction of the Requisite Majority, the
Indenture Trustee may exercise all rights of the “lessor” under Leases related to Portfolio
Railcars, including, without limitation, the right to direct the applicable Lessees to make rental
payments to such account as the Indenture Trustee shall specify, for application to the Collections
Account and upon a Manager Default, or a Manager Replacement Event (as defined in the Management
Agreement) in respect of which the Manager has been replaced, and in each case upon the Direction
of the Requisite Majority, the Indenture Trustee may exercise the right of the “lessor” to direct
the applicable Lessees to make rental payments to such account as the Indenture Trustee shall
specify, for application to the Collections Account.



     Section 4.03 Limitation on Suits. No Holder shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Master Indenture or the Equipment Notes, or
for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:



          (a) such Holder holds Equipment Notes and has previously given written notice to the
Indenture Trustee of a continuing Event of Default;



          (b) the Holders of at least 25% of the aggregate Outstanding Principal Balance of the
Equipment Notes give a written Direction to the Indenture Trustee to pursue a remedy hereunder;



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          (c) such Holder or Holders offer to the Indenture Trustee an indemnity reasonably
satisfactory to the Indenture Trustee against any costs, expenses and liabilities to be incurred in
complying with such request;



          (d) the Indenture Trustee does not comply with such request within sixty (60) days after
receipt of the request and the offer of indemnity; and



          (e) during such sixty (60) day period, a Requisite Majority does not give the Indenture
Trustee a Direction inconsistent with such request.



     No one or more Noteholders may use this Master Indenture to affect, disturb or prejudice the
rights of another Holder or to obtain or seek to obtain any preference or priority not otherwise
created by this Master Indenture and the terms of the Equipment Notes over any other Holder or to
enforce any right under this Master Indenture and a related Series Supplement, except in the manner
herein provided.



     Section 4.04 Waiver of Existing Defaults.



          (a) The Indenture Trustee acting at the Direction of the Requisite Majority may waive any
existing Default or Event of Default hereunder and its consequences, except any waiver in respect
of a covenant or provision hereof which, pursuant to Section 9.02(a), cannot be modified or amended
without the consent of such Persons as are required to amend such covenant or provision in addition
to the consent of the Requisite Majority.



          (b) Upon any waiver made in accordance with Section 4.04(a), such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Master Indenture, but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereon. Each such notice of waiver shall also be notified
to each Rating Agency.



          (c) Any written waiver of a Default or an Event of Default given by Holders of the
Equipment Notes to the Indenture Trustee and the Issuer in accordance with the terms of this Master
Indenture shall be binding upon the Indenture Trustee and the other parties hereto. Unless such
writing expressly provides to the contrary, any waiver so granted shall extend only to the specific
event or occurrence which gave rise to the Default or Event of Default so waived and not to any
other similar event or occurrence which occurs subsequent to the date of such waiver.



     Section 4.05 Restoration of Rights and Remedies. If the Indenture Trustee, any
Holder of Equipment Notes, any Hedge Provider or any Liquidity Facility Provider has instituted any
proceeding to enforce any right or remedy that it has, if applicable, under this Master Indenture
and any Series Supplement, and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Indenture Trustee, such Holder, such Hedge Provider or such
Liquidity Facility Provider, then in every such case the Issuer, the Indenture Trustee, the
Noteholders, such Hedge Provider or such Liquidity Facility Provider shall, subject to any
determination in such proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Indenture Trustee, the



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Noteholders, such Hedge Provider and such Liquidity Facility Provider shall continue as though
no such proceeding has been instituted.




     Section 4.06 Remedies Cumulative. Each and every right, power and remedy herein
given to the Indenture Trustee (or the Control Parties or the Requisite Majority), the Hedge
Providers and the Liquidity Facility Providers, if applicable, specifically or otherwise in this
Master Indenture shall be cumulative and shall be in addition to every other right, power and
remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and
each and every right, power and remedy whether specifically herein given or otherwise existing may
be exercised from time to time and as often and in such order as may be deemed expedient by the
Indenture Trustee (or the Control Parties or the Requisite Majority), the Hedge Providers and the
Liquidity Facility Providers, if applicable, and the exercise or the beginning of the exercise of
any power or remedy shall not be construed to be a waiver of the right to exercise at the same time
or thereafter any other right, power or remedy. No delay or omission by the Indenture Trustee (or
the Control Parties or the Requisite Majority), a Hedge Provider or a Liquidity Facility Provider,
if applicable, in the exercise of any such right, remedy or power or in the pursuance of any such
remedy shall impair any such right, power or remedy or be construed to be a waiver of any Default
on the part of the Issuer or to be an acquiescence.



     Section 4.07 Authority of Courts Not Required. The parties hereto agree that, to
the greatest extent permitted by law, the Indenture Trustee shall not be obliged or required to
seek or obtain the authority of, or any judgment or order of, the courts of any jurisdiction in
order to exercise any of its rights, powers and remedies under this Master Indenture and any Series
Supplement, and the parties hereby waive any such requirement to the greatest extent permitted by
law.



     Section 4.08 Rights of Noteholders to Receive Payment. Notwithstanding any other
provision of this Master Indenture, the right of any Noteholder to receive payment of interest on,
principal of, or premium, if any, on the Equipment Notes on or after the respective due dates
therefor, or to bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Noteholder.



     Section 4.09 Indenture Trustee May File Proofs of Claim. The Indenture Trustee
may file such proofs of claim and other papers or documents as may be necessary or advisable in
order to have the claims of the Indenture Trustee and of any Noteholder allowed in any judicial
proceedings relating to the Issuer, its creditors or its property.



     Section 4.10 Undertaking for Costs. All parties to this Master Indenture agree,
and each Noteholder by its acceptance thereof shall be deemed to have agreed, that in any suit for
the enforcement of any right or remedy under this Master Indenture and any Series Supplement or in
any suit against the Indenture Trustee for any action taken or omitted by it as Indenture Trustee,
a court in its discretion may require the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defense made by the party litigant. This
Section 4.10 does not apply to a suit instituted by the Indenture Trustee, a suit instituted by any
Noteholder for the enforcement of the payment of interest, principal, or premium, if any, on the
Equipment Notes



55









 




on or after the respective due dates expressed in such Equipment Note, or a suit by a
Noteholder or Noteholders of more than 10% of the Outstanding Principal Balance of any Series of
Equipment Notes (exclusive of Equipment Notes or interests therein held by any Issuer Group
Member).




ARTICLE V




REPRESENTATIONS, WARRANTIES AND COVENANTS



     Section 5.01 Representations and Warranties. The Issuer represents and warrants
to the Indenture Trustee as of each Closing Date, and each Delivery Date, as follows:



          (a) Due Organization.




          (i) The Issuer is a limited liability company duly organized, validly existing, and
in good standing under the laws of the State of Delaware, is duly licensed or qualified and
in good standing in each jurisdiction in which the failure to so qualify would have a
material adverse effect on its ability to carry on its business as now conducted or to enter
into and perform its obligations under the Issuer Documents and the Operative Agreements to
which the Issuer is a party, has the organizational power and authority to carry on its
business as now conducted, has the requisite organizational power and authority to execute,
deliver and perform its obligations under the Issuer Documents and the Operative Agreements
to which the Issuer is a party.




          (ii) Each of the LLC Agreement and each other organizational document of the Issuer
has been duly executed and delivered by each party thereto and constitutes a legal, valid
and binding obligation of each such party enforceable against such party in accordance with
its terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors generally and
by general principles of equity.




          (iii) Since the date of formation of the Issuer, the Issuer has not conducted
business under any other name and does not have any trade names, or “doing business under”
or “doing business as” names. The Issuer has not reorganized in any jurisdiction (whether
the United States, any state therein, the District of Columbia, Puerto Rico, Guam or any
possession or territory of the United States, or any foreign country or state) other than
the State of Delaware.



          (b) Special Purpose Status. The Issuer has not engaged in any activities since
its organization (other than those incidental to its organization and other appropriate limited
liability company steps and arrangements for the payment of fees to, and director’s and officer’s
insurance for, its member, special member and manager), the execution of the Issuer Documents and
the Operative Agreements to which it is a party and the activities referred to in or contemplated
by such agreements.



          (c) Non-Contravention. The Issuer’s acquisition of Railcars pursuant to an Asset
Transfer Agreement, the other transactions contemplated by each Asset Transfer Agreement, the
creation of the Equipment Notes and the issuance, execution and delivery of, and



56









 




the compliance by the Issuer with the terms of each of the Operative Agreements and the
Equipment Notes:





          (i) do not conflict with, or result in a breach of any of the terms or provisions
of, or constitute a default under, the constitutional documents of the Issuer or with any
existing law, rule or regulation applying to or affecting the Issuer or any judgment, order
or decree of any government, governmental body or court having jurisdiction over Issuer;




          (ii) do not infringe the terms of, or constitute a default under, any deed,
indenture, agreement or other instrument or obligation to which the Issuer is a party or by
it or its assets, property or revenues are bound; and




          (iii) do not constitute a default by the Issuer under, or result in the creation of
any Encumbrance (except for Permitted Encumbrances of the type described in clause (i), (ii)
or (v) of the definition thereof) upon the property of the Issuer under its organizational
documents or any indenture, mortgage, contract or other agreement or instrument to which the
Issuer is a party or by which the Issuer or any of its properties may be bound or affected.



          (d) Due Authorization. The Issuer’s acquisition of Railcars pursuant to an Asset
Transfer Agreement, the other transactions contemplated by each Asset Transfer Agreement, the
creation, execution and issuance of the Equipment Notes, the execution and issue or delivery by the
Issuer of the Operative Agreements executed by it and the performance by it of its obligations
hereunder and thereunder and the arrangements contemplated hereby and thereby to be performed by it
have been duly authorized by all necessary limited liability company action of the Issuer.



          (e) Validity and Enforceability. This Master Indenture constitutes, and the
Operative Agreements, when executed and delivered and, in the case of the Equipment Notes, when
issued and authenticated, will constitute valid, legally binding and (subject to general equitable
principles, insolvency, liquidation, reorganization and other laws of general application relating
to creditors’ rights or claims or to laws of prescription or the concepts of materiality,
reasonableness, good faith and fair dealing) enforceable obligations of the Issuer.



          (f) No Event of Default or Early Amortization Event. No Event of Default or Early
Amortization Event has occurred and is continuing and no event has occurred that with the passage
of time or notice or both would become an Event of Default or Early Amortization Event.



          (g) No Encumbrances. Subject to the Security Interests created in favor of the
Indenture Trustee and the Flow of Funds, and except for Permitted Encumbrances, there exists no
Encumbrance over the assets of the Issuer that ranks prior to or pari passu with the obligation to
make payments on the Equipment Notes.



          (h) No Consents. No consent, approval or authorization of, or filing,
registration or qualification with, or the giving of notice to, any trustee or any holder of
indebtedness of the Issuer or any governmental authority on the part of the Issuer is required in



57









 




the United States, Canada or Mexico (subject to the proviso set forth below) in connection
with the execution and delivery by the Issuer of the Operative Agreements to which the Issuer is a
party or in order for the Issuer to perform its obligations thereunder in accordance with the terms
thereof, other than: (i) notices required to be filed with the STB and the Registrar General of
Canada, which notices shall have been filed on the applicable Closing Date, (ii) as may be required
under existing laws, ordinances, governmental rules and regulations to be obtained, given,
accomplished or renewed at any time after the applicable Closing Date in connection with the
operation and maintenance of the Portfolio Railcars and in accordance with the Operative Agreements
that are routine in nature and are not normally applied for prior to the time they are required,
and which the Issuer has no reason to believe will not be timely obtained, (iii) as may be required
under the Operative Agreements in consequence of any transfer of ownership of the Portfolio
Railcars and (v) filing and recording to perfect the Security Interests under this Master Indenture
and any Series Supplement as required hereunder; provided, that the parties hereto agree that the
Issuer shall not be required to make any such filings or recordings in Mexico or under any
Provincial Personal Property Security Act or other non-federal legislation in Canada.




          (i) No Litigation. There is no claim, action, suit, investigation or proceeding
pending against, or to the knowledge of the Issuer, threatened against or affecting the Issuer,
before any court or arbitrator or any governmental body, agency or official which in any manner
challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by
this Master Indenture (including the Exhibits and Schedules attached hereto) and/or the Operative
Agreements.



          (j) Employees, Subsidiaries. The Issuer has no employees. The Issuer has no
Subsidiaries.



          (k) Ownership. The Issuer is the owner of the Collateral free from all
Encumbrances and claims whatsoever other than Permitted Encumbrances.



          (l) No Filings. Under the laws of Delaware, Texas and New York (and including
U.S. federal law) in force at the date hereof, it is not necessary or desirable that this Master
Indenture or any Operative Agreement to which the Issuer is a party be filed, recorded or enrolled
with any court or other authority in any such jurisdictions or that any material stamp,
registration or similar tax be paid on or in relation to this Master Indenture or any of the other
Operative Agreements (other than filings of UCC financing statements and with the STB and in Canada
in respect of the Security Interests in the Portfolio Railcars).



          (m) Other Representations. The representations and warranties made by the Issuer
in any of the other Operative Agreements are true and accurate as of the date made.



          (n) Other Regulations. The Issuer is not an “investment company,” or an
“affiliated person” of, or a “promoter” or “principal underwriter” for, an “investment company,” as
such terms are defined in the Investment Company Act of 1940, as amended.



          (o) Insurance. The Portfolio Railcars described on each Delivery Schedule
delivered from time to time under an Asset Transfer Agreement are, at the time of the related
Conveyance to the Issuer, covered by the insurance required by Section 5.04(f) hereof,



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and all premiums due prior to the applicable Delivery Date in respect of such insurance shall have
been paid in full and such insurance as of the applicable Delivery Date is in full force and
effect.




          (p) No Event of Default or Total Loss. At the time of each Conveyance of Railcars
under an Asset Transfer Agreement, (i) no Event of Default has occurred and is continuing, (ii) no
Manager Default (in the case of Conveyances other than on a Closing Date) or Manager Termination
Event (in the case of Conveyances on a Closing Date) has occurred and is continuing, (iii) to the
knowledge of the Issuer, no Total Loss or event that, with the giving of notice, the passage of
time or both, would constitute a Total Loss with respect to any of the Railcars so Conveyed, has
occurred, and (iv) to the knowledge of the Issuer, no Railcar being Conveyed under an Asset
Transfer Agreement on such date has suffered damage or contamination which, in the Issuer’s
reasonable judgment, makes repair uneconomic or renders such Railcar unfit for commercial use.



          (q) Beneficial Title. On each Delivery Date upon which a Conveyance occurs under
an Asset Transfer Agreement, (i) the applicable Seller has, and shall pursuant to its related Bill
of Sale have, conveyed all legal and beneficial title of the Issuer to such Railcars being so
Conveyed free and clear of all Encumbrances (other than Permitted Encumbrances) and such Conveyance
will not be void or voidable under any applicable law and (ii) the applicable Seller has assigned,
and the Assignment and Assumption to be delivered on the related Delivery Date shall upon
acceptance thereof by the Issuer assign, to the Issuer, all legal and beneficial title of such
Seller to the related Leases, free and clear of all Encumbrances (other than Permitted
Encumbrances), and the Assignment and Assumption will not be void or voidable under any applicable
law.



          (r) Nature of Business. The Issuer is not engaged in the business of extending
credit for the purposes of purchasing or carrying margin stock, and no proceeds of the Equipment
Notes will be used by the Issuer for a purpose which violates, or would be inconsistent with,
Section 7 of the Securities Exchange Act of 1934, as amended, or Regulations T, U and X of the
Federal Reserve System (terms for which meanings are provided in Regulations T, U and X of the
Federal Reserve System or any regulations substituted therefor, as from time to time in effect,
being used in this Section 5.01(r) with such meanings).



          (s) No Default under Organizational Documents. The Issuer is not in violation of
any term of any of its organizational documents or in violation or breach of or in default under
any other agreement, contract or instrument to which it is a party or by which it or any of its
property may be bound.



          (t) Issuer Compliance. The Issuer is in compliance in all material respects with
all laws, ordinances, governmental rules, regulations, orders, judgments, decrees, determinations
and awards to which it is subject and the Issuer has obtained all required licenses, permits,
franchises and other governmental authorizations material to the conduct of its business.



          (u) Railcar Compliance; Autoracks. Each Railcar Conveyed on a Delivery Date,
taken as a whole, and each major component thereof complies in all material respects with all
applicable laws and regulations, all requirements of the manufacturer for maintaining in full



59









 




force and effect any applicable warranties and the requirements, if any, of any applicable
insurance policies, conforms with the specifications for such Railcar contained in the related
Appraisal (to the extent a copy of such Appraisal or a relevant excerpt therefrom has been
delivered to the Issuer) and is substantially complete such that it is ready and available to
operate in commercial service and otherwise perform the function for which it was designed; and the
railcar identification marks shown on the related Bill of Sale are the marks then used on the
Portfolio Railcars set forth on such Bill of Sale. Each Portfolio Railcar that is an autorack
qualifies for the National Reload Pool.




          (v) Taxes. On each Delivery Date upon which a Conveyance occurs under an Asset
Transfer Agreement, all sales, use or transfer taxes, if any, due and payable upon the purchase of
the Portfolio Railcars by the Issuer from the applicable Seller will have been paid or such
transactions will then be exempt from any such taxes, and the Issuer will cause any required forms
or reports in connection with such taxes to be filed in accordance with applicable laws and
regulations.



          (w) Lease Terms. Except where a Railcar is being conveyed on a Closing Date and
the related Series Supplement references this Section 5.01(w) and permits an exception hereto, each
Railcar Conveyed on the relevant Delivery Date is subject to a Permitted Lease, which Lease
(together with the other Leases that are or have been the subject of such Conveyances) contains
rental and other terms which are no different, taken as a whole, from those for similar railcars in
the TILC Fleet.



          (x) Eligibility. Each Railcar described on its relevant Delivery Schedule
constitutes an Eligible Railcar as of the date of its Conveyance to the Issuer.



          (y) Assignment of Leases. (i) Each Lease conveyed on the relevant Delivery Date
is freely assignable from the applicable Seller to the Issuer and from the Issuer to any other
Person (including, without limitation, any transferee in connection with the Indenture Trustee’s
exercise of rights or remedies under this Master Indenture and any Series Supplement) or, if any
such Lease is not freely assignable, then consents to such assignments determined by the Manager in
good faith to be sufficient for their intended purposes have been obtained prior to the relevant
Delivery Date, (ii) no assignment described in this Section 5.01(y) is void or voidable or will
result in a claim for damages or reduction in rental or other payments, in each case pursuant to
the terms and conditions of any such Lease and (iii) no consent, approval or filing is required
under such Lease in connection with the execution and delivery of the Operative Agreements.



          (z) Purchase Options. With respect to any Portfolio Railcars that are subject to
a purchase option granted to the Lessee under the relevant Lease, (i) such purchase option is
exercisable by the applicable Lessee for a purchase price not less than (at the time of such
purchase) the greater of (1) an appraiser’s estimate at Lease inception of fair market value at the
time of potential exercise under the option provision, and (2) (A) one hundred five percent (105%)
of the product of the Railcar Advance Rate and the Adjusted Value of the Portfolio Railcars subject
to such purchase option, plus (B) any Hedge Partial Termination Value that would be owed by the
Issuer to Hedge Providers, if applicable, and (ii) the sum of (x) the aggregate Adjusted Values of
all Portfolio Railcars subject to such Lease and all Portfolio Railcars subject to any other Lease
containing a purchase option and (y) the aggregate sum of the



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Adjusted Values of all Portfolio Railcars that the Issuer has sold pursuant to Permitted
Discretionary Sales or Purchase Option Dispositions, does not exceed thirty-five percent (35%)
of the highest aggregate Adjusted Value of all Portfolio Railcars held by the Issuer at any
particular time up to the date this representation is made or deemed made. Any such purchase
option complying with each of the foregoing limitations described in clauses (i) and (ii) above is
referred to herein and in the other Operative Agreements as a “Permitted Purchase Option.”




          (aa) No Other Financing of Lease; Permitted Lease. After giving effect to the
transfers contemplated under the Operative Agreements, (i) the Leases being Conveyed to the Issuer
on any applicable Delivery Date (as evidenced by the Riders or Schedules with respect thereto) are
not subject to and do not cover railcars financed in, any financing or securitization transaction
other than the transactions contemplated by the Operative Agreements and (ii) such Leases conform
to the definition of Permitted Lease.



          (bb) Concentration Limits. After giving effect to the Issuer’s acquisition of
Railcars in connection with issuing a Series of Equipment Notes on the applicable Closing Date, the
Portfolio complies with all Concentration Limits.



     Section 5.02 General Covenants. The Issuer covenants with the Indenture Trustee
as follows:



          (a) No Release of Obligations. The Issuer will not take any action which would
amend, terminate (other than any termination in connection with the replacement of such agreement
on terms substantially no less favorable to the Issuer than the agreement being terminated) or
discharge or prejudice the validity or effectiveness of this Master Indenture (other than as
permitted herein) or any other Operative Agreement or permit any party to any such document to be
released from such obligations, except that, in each case, as permitted or contemplated by the
terms of such documents, and provided that, in any case, (i) the Issuer will not take any action
which would result in any amendment or modification to any conflicts standard or duty of care in
such agreements and (ii) there must be at all times an Administrator and a Manager with respect to
all Portfolio Railcars.



          (b) Encumbrances. The Issuer will not create, incur, assume or suffer to exist
any Encumbrance on the Collateral other than: (i) any Permitted Encumbrance, and (ii) any other
Encumbrance the validity or applicability of which is being contested in good faith in appropriate
proceedings by any Issuer Group Member (and the proceedings related to such Encumbrance or the
continued existence of such Encumbrance does not give rise to any reasonable likelihood of the
sale, forfeiture or loss of the asset affected by such Encumbrance) and for which the Issuer
maintains adequate cash reserves to pay such Encumbrance.



          (c) Indebtedness. The Issuer will not incur, create, issue, assume, guarantee or
otherwise become liable for or with respect to, or become responsible for the payment of,
contingently or otherwise, whether present or future, Indebtedness, other than Indebtedness in
respect of the Equipment Notes and Indebtedness under Liquidity Facilities and Hedge Agreements.



61









 





          (d) Restricted Payments. The Issuer will not (i) declare or pay any dividend or
make any distribution on its Stock; provided that, so long as no Event of Default shall have
occurred and be continuing and to the extent there are available funds therefor in the
Collections Account on the applicable Payment Date, the Issuer may make payments on its limited
liability company membership interests to the extent of the aggregate amount of distributions made
to the Issuer pursuant to the Flow of Funds; (ii) purchase, redeem, retire or otherwise acquire for
value any membership interest in the Issuer held by or on behalf of Persons other than any
Permitted Holder; (iii) make any interest, principal or premium, if any, payment on the Equipment
Notes or make any voluntary or optional repurchase, defeasance or other acquisition or retirement
for value of Indebtedness of the Issuer other than in accordance with the Equipment Notes and this
Master Indenture or the Operative Agreements; provided that the Issuer may repurchase, defease or
otherwise acquire or retire any of the Equipment Notes from a source other than from Collections
(other than that portion of Collections that would otherwise be distributable to the Issuer in
accordance with the Flow of Funds); or (iv) make any investments, other than Permitted Investments
and investments permitted under Section 5.02(f) hereof.



     The term “investment” for purposes of the above restriction shall mean any loan or advance to
a Person, any purchase or other acquisition of any Stock or Indebtedness of such Person, any
capital contribution to such Person or any other investment in such Person.



          (e) Limitation on Dividends and Other Payments. The Issuer will not create or
otherwise suffer to exist any consensual limitation or restriction of any kind on the ability of
the Issuer to declare or pay dividends or make any other distributions permitted by Applicable Law,
other than pursuant to the Operative Agreements.



          (f) Business Activities. The Issuer will not engage in any business or activity
other than:




          (i) purchasing or otherwise acquiring (subject to the limitations on acquisitions
of Portfolio Railcars described below), owning, holding, converting, maintaining, modifying,
managing, operating, leasing, re-leasing and (subject to the limitations on sales of
Portfolio Railcars described below) selling or otherwise disposing of its Portfolio Railcars
and entering into all contracts and engaging in all related activities incidental thereto,
including from time to time accepting, exchanging, holding promissory notes, contingent
payment obligations or equity interests of Lessees or their Affiliates issued in connection
with the bankruptcy, reorganization or other similar process, or in settlement of delinquent
obligations or obligations anticipated to be delinquent of such Lessees or their respective
Affiliates in the ordinary course of business;




          (ii) financing or refinancing the business activities described in clause (i) of
this Section 5.02(f) through the offer, sale and issuance of one or more Series of Equipment
Notes, upon such terms and conditions as the Issuer sees fit, subject to the limitations of
this Master Indenture;




          (iii) purchasing, acquiring, surrendering and assigning policies of insurance and
assurances with any insurance company or companies which the Issuer or



62









 






the Insurance Manager
determines to be necessary or appropriate to comply with this Master Indenture and to pay
the premiums or the Issuer’s allocable portion thereon;




          (iv) entering into Liquidity Facilities;




          (v) engaging in currency and interest rate exchange transactions for the purposes
of avoiding, reducing, minimizing, hedging against or otherwise managing the risk of any
loss, cost, expense or liability arising, or which may arise, directly or indirectly, from
any change or changes in any interest rate or currency exchange rate or in the price or
value of the property or assets of the Issuer, upon such terms and conditions as the Issuer
sees fit and within any limits and with any provisos specified in this Master Indenture or a
Series Supplement, including but not limited to dealings, whether involving purchases, sales
or otherwise, in foreign currency, spot and forward interest rate exchange contracts,
forward interest rate agreements, caps, floors and collars, futures, options, swaps and any
other currency, interest rate and other similar hedging arrangements and such other
instruments as are similar to, or derivatives of, any of the foregoing, but in any event not
for speculative purposes; and




          (vi) taking any action that is incidental to, or necessary to effect, any of the
actions or activities set forth above.



          (g) Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will
not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of
its property and assets (as an entirety or substantially an entirety in one transaction or in a
series of related transactions) to, any other Person, or permit any other Person to merge with or
into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease or other
disposition, a “Merger Transaction”), unless:




          (i) the resulting entity is a special purpose entity, the charter of which is
substantially similar to the LLC Agreement, and, after such Merger Transaction, payments
from such resulting entity to the Noteholders do not give rise to any withholding tax
payments less favorable to the Noteholders than the amount of any withholding tax payments
which would have been required had such Merger Transaction not occurred and such entity is
not subject to taxation as a corporation or an association or a publicly traded partnership
taxable as a corporation;




          (ii) (A) such Merger Transaction has been unanimously approved by the board of
managers of the Issuer and (B) the surviving successor or transferee entity shall expressly
assume all of the obligations of the Issuer in and under this Master Indenture and any
Series Supplement, the Equipment Notes and each other Operative Agreement to which the
Issuer is then a party (with the result that, in the case of a transfer only, the Issuer
thereupon will be released);




          (iii) both before, and immediately after giving effect to such Merger Transaction,
no violation of a Concentration Limit, Event of Default or Early Amortization Event shall
have occurred and be continuing;



63









 






          (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture
Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to
such Merger Transaction;




          (v) for U.S. Federal income tax purposes, such Merger Transaction does not result
in the recognition of gain or loss by any Noteholder; and




          (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an
Opinion of Counsel, in each case stating that such Merger Transaction complies with the
above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent
provided for herein relating to such transaction have been complied with.



          (h) Limitation on Transactions with Affiliates. The Issuer will not, directly or
indirectly, enter into, renew or extend any transaction (including, without limitation, the
purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any
Affiliate of the Issuer, except upon fair and reasonable terms no less favorable to the Issuer than
could be obtained, at the time of such transaction or at the time of the execution of the agreement
providing therefor, in a comparable arm’s-length transaction with a Person that is not such an
Affiliate, provided, that the foregoing restriction does not limit or apply to the following:




          (i) any transaction in connection with the establishment of the Issuer, its initial
capitalization and the acquisition of its initial Portfolio or pursuant to the terms of the
Operative Agreements;




          (ii) the payment of reasonable and customary regular fees to, and the provision of
reasonable and customary liability insurance in respect of, the managers/members of the
Issuer;




          (iii) any payments on or with respect to the Equipment Notes or otherwise in
accordance with the Flow of Funds;




          (iv) any acquisition of Additional Railcars or any Permitted Railcar Acquisition
complying with Section 5.03(b) hereof;




          (v) any payments of the types referred to in clause (i) or (ii) of Section 5.02(d)
hereof and not prohibited thereunder; or




          (vi) the sale of Portfolio Railcars as part of a single transaction providing for
the redemption or defeasance of Equipment Notes in accordance with the terms of this Master
Indenture.



          (i) Limitation on the Issuance, Delivery and Sale of Equity Interests. Except as
expressly permitted by its LLC Agreement, the Issuer will not (1) issue, deliver or sell any Stock
or (2) sell, directly or indirectly, or issue, deliver or sell, any Stock, except for the
following:




          (A) issuances or sales of any additional membership interests to the Member
(the “Permitted Holder”); or



64









 






          (B) contributions by the Permitted Holder of funds to the Issuer (x) with
which to effect a redemption or discharge of the Equipment Notes upon
any acceleration of the Equipment Notes or (y) as otherwise contemplated by
this Master Indenture, an Asset Transfer Agreement or the LLC Agreement.


In accordance with the LLC Agreement, no issuance, delivery, sale, transfer or other disposition of
any equity interest in the Issuer will be effective, and any such issuance, delivery, sale transfer
or other disposition will be void ab initio, if it would result in the Issuer being classified as
an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income
tax purposes.




          (j) Bankruptcy and Insolvency.




          (i) The Issuer will promptly provide the Indenture Trustee and each Rating Agency
with written notice of the institution of any proceeding by or against the Issuer seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief or composition of its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee or other similar
official for all or for any substantial part of its property. The Issuer will not take any
action to waive, repeal, amend, vary, supplement or otherwise modify its charter documents
and including its LLC Agreement (except in accordance with the next sentence) unless
receiving the prior written consent of the Requisite Majority (such consent not to be
unreasonably withheld) as well as a Rating Agency Confirmation in respect thereof. The
Issuer will not, without a Special Rating Agency Confirmation, take any action to waive,
repeal, amend, vary, supplement or otherwise modify the provision of its LLC Agreement which
requires action or consent of its special member or limits actions of the Issuer with
respect to voluntary insolvency proceedings or involuntary insolvency proceedings of the
Issuer.




          (ii) The Issuer shall cause each party to any Operative Agreement, and each party
to any other agreement to which the Issuer is a party that is incidental or related to any
Operative Agreement, that in either such case renders the Issuer a debtor to such party, to
covenant and agree that it shall not, prior to the date which is one year and one day (or if
longer, the applicable preference period then in effect) after the payment in full of the
Equipment Notes, acquiesce, petition or otherwise, directly or indirectly, invoke or cause
the Issuer to invoke the process of any governmental authority for the purpose of commencing
or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Issuer or any substantial part of its property or ordering
the winding up or liquidation of the affairs of the Issuer. This provision shall survive
the termination of this Master Indenture.



          (k) Payment of Principal, Premium, if any, and Interest. The Issuer will duly and
punctually pay the principal, premium, if any, and interest on the Equipment Notes in accordance
with the terms of this Master Indenture, the applicable Series Supplements and the Equipment Notes.



65









 





          (l) Limitation on Employees. The Issuer will not employ or maintain any employees
other than as required by any provisions of local law. Managers, officers and directors of the
Issuer shall not be deemed to be employees for purposes of this Section 5.02(l).



          (m) Delivery of Rule 144A Information. To permit compliance with Rule 144A in
connection with offers and sales of Equipment Notes, the Issuer will promptly furnish upon request
of a Holder of an Equipment Note to such Holder and a prospective purchaser designated by such
Holder, the information required to be delivered under Rule 144A(d)(4) if at the time of such
request the Issuer is not a reporting company under Section 13 or Section 15(d) of the Exchange
Act.



          (n) Administrator. If at any time there is not a Person acting as Administrator,
the Issuer shall promptly appoint a qualified Person to perform any duties under this Master
Indenture and any Series Supplement that the Administrator is obligated to perform until a
replacement Administrator assumes the duties of the Administrator.



          (o) Ratings of Equipment Notes. For so long as any Equipment Notes are
Outstanding, the Issuer shall pay all fees of the applicable Rating Agency and shall respond to
reasonable requests for information from the applicable Rating Agency from time to time in order to
permit the applicable Rating Agency to maintain a rating with respect to the applicable Series of
Equipment Notes or Class thereof.



          (p) Tax Election of the Issuer. The Issuer shall not elect or agree to elect to
be treated as an association taxable as a corporation for United States federal income tax or any
State income or franchise tax purposes.



          (q) Separate Entity Characteristics. The Issuer shall at all times:




          (i) not commingle its assets with those of any Person, including any Affiliate,
except with respect to the Customer Payment Account and as may occur from time to time due
to misdirected payments;




          (ii) conduct its business separate from any direct or ultimate parent of the
Issuer;




          (iii) maintain financial statements susceptible to audit, separate from those of
any other Person showing its assets and liabilities separate and apart from those of any
other Person;




          (iv) pay its own expenses and liabilities and pay the salaries of its own
employees, if any, only from its own funds;




          (v) maintain an “arm’s-length relationship” with its Affiliates;




          (vi) except as contemplated by a Note Purchase Agreement, not guarantee or become
obligated for the debts of any other Person and not hold out its credit as being available
to satisfy the debts or any other obligations of any other Person;



66









 






          (vii) use separate stationery, invoices and checks and hold itself out as a
separate and distinct entity from any other Person;




          (viii) observe all limited liability company and other organizational formalities
required by the law of its jurisdiction of formation;




          (ix) not acquire obligations or securities of any Person, except Permitted
Investments and as otherwise contemplated in the Operative Agreements;




          (x) allocate fairly and reasonably any overhead expenses shared with any other
Person, if any;




          (xi) except for the Security Interests and Permitted Encumbrances, not pledge its
assets for the benefit of any other Person or make any loans or advances to any Person (but
the Issuer may extend or forbear obligations of any Lessees under the related Leases in the
ordinary course of business and in accordance with the provisions of the Management
Agreement);




          (xii) correct any known misunderstanding regarding its separate identity from other
Persons;




          (xiii) maintain adequate capital in light of its contemplated business operations;




          (xiv) maintain books and records (in accordance with generally accepted accounting
principles in the United States) separate from any other Person at its principal office
which show a true and accurate record in United States dollars of all business transactions
arising out of and in connection with the conduct of the Issuer and the operation of its
business in sufficient detail to allow preparation of tax returns required to be prepared
and the maintenance of the Indenture Accounts;




          (xv) maintain bank and other accounts (other than the Indenture Accounts), if any,
separate from any other Person;




          (xvi) conduct its business in its own name; and




          (xvii) not take any actions that would be inconsistent with maintaining the
separate legal identity of the Issuer.



     Section 5.03 Portfolio Covenants. The Issuer covenants with the Indenture Trustee
as follows:



          (a) Railcar Dispositions. Except as described in the Granting Clause with respect
to the redemption in whole of a Series of Equipment Notes, the Issuer will not sell, transfer or
otherwise dispose of any Railcar or any interest therein, except that the Issuer may sell, transfer
or otherwise dispose of or part with possession of (i) any Parts, or (ii) one or more Portfolio
Railcars, as follows (any such sale, transfer or disposition described in clause (i), (ii) or (iii)
of this Section 5.03(a), a “Permitted Railcar Disposition”):



67









 






          (i) A Railcar Disposition pursuant to a Permitted Purchase Option (a “Purchase
Option Disposition”);




          (ii) A Railcar Disposition pursuant to receipt of insurance or other third party
proceeds in connection with the Total Loss of a Portfolio Railcar (and any consequent later
sale of such affected Railcar for scrap or salvage value) (an “Involuntary Railcar
Disposition”); or




          (iii) A Railcar Disposition in the ordinary course of business (other than a
Railcar Disposition as a result of a Total Loss or a Purchase Option Disposition) so long as
the following conditions are complied with (a “Permitted Discretionary Sale”):




          (A) At the time of such Railcar Disposition, no Event of Default or Early
Amortization Event shall have occurred and then be continuing.




          (B) The Issuer (or the Manager on its behalf) prior to such Railcar
Disposition, as evidenced by an Officer’s Certificate to be delivered to the
Indenture Trustee, shall have identified replacement Railcars for the Issuer to
purchase meeting the criteria set forth in clauses “1” through “3” of clause (C)
below (Railcars meeting such criteria, “Qualifying Replacement Railcars”), with such
purchase expected to be made within 30 days of the date of the discretionary sale.




          (C) Such Railcars




          (1) must be of comparable remaining economic useful life to the
Portfolio Railcars being sold,




          (2) must have an Appraisal showing an Initial Appraised Value,
and




          (3) except as contemplated by clause (D)(4) below, must be under
Lease with a remaining Lease term at least equal to two-thirds of the
remaining Lease term of the Portfolio Railcars being sold.




          (D) With respect to the Portfolio Railcars to be sold pursuant to a
Permitted Discretionary Sale (such Portfolio Railcars being referred to below as the
“Sold Railcars”), each of the following conditions shall have been satisfied and the
Indenture Trustee shall have received an Officer’s Certificate of the Issuer (or the
Manager on its behalf) certifying as to the satisfaction of such conditions:




          (1) The Sold Railcars must be purchased from the Issuer by a
third party that is not an Issuer Group Member.




          (2) The Net Disposition Proceeds realized in such sale must be
at least (a) one hundred five percent (105%) of the product of the
Railcar Advance Rate and the Adjusted Value of such Sold



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Railcars, plus (b) the amount of any Hedge Partial Termination Value
that would be owed by the Issuer to a Hedge Provider, if applicable.




          (3) Sold Railcars that were under Lease at the time of sale, if
being replaced, must be replaced by Qualifying Replacement Railcars under
Lease that generate at least the same amount of current monthly lease
revenue and have a remaining Lease term at least equal to two-thirds of
the remaining Lease term of such Sold Railcars.




          (4) Sold Railcars that were not under Lease at the time of sale,
if being replaced, must be replaced by Qualifying Replacement Railcars as
to which, if not then under Lease, the Manager has a reasonable, good
faith expectation that such Qualifying Replacement Railcars will generate
at least the same amount of monthly lease revenue (once placed under
Lease) as the Manager would have expected for the Sold Railcars.




          (E) The Net Disposition Proceeds must be deposited into the Mandatory
Replacement Account.




          (F) Such Railcar Disposition, after giving effect to the expected
reinvestment, will not directly cause noncompliance with any Concentration Limit.




          (G) The Initial Appraised Value of the Qualifying Replacement Railcars
acquired in connection with a Permitted Discretionary Sale must at least equal the
Adjusted Value of the Sold Railcars at their time of sale (except to a de minimis
extent).




          (H) The sum of (x) the Adjusted Value of the Portfolio Railcars to be sold
in such Railcar Disposition, (y) the aggregate sum of the Adjusted Values of all
Portfolio Railcars that the Issuer has sold in all Permitted Discretionary Sales and
Purchase Option Dispositions and (z) the aggregate Adjusted Value of all Portfolio
Railcars then subject to a Lease containing a purchase option, does not exceed
thirty-five percent (35%) of the highest aggregate Adjusted Value of all Portfolio
Railcars held by the Issuer at any particular time up to the related date of sale.




          (I) The Adjusted Value of the Portfolio Railcars to be sold in such
Permitted Discretionary Sales and Purchase Option Dispositions in any period of
twelve (12) consecutive months does not exceed fifteen percent (15%) of the average,
for each of the previous twelve Payment Dates falling before the month in which a
Permitted Discretionary Sale or Purchase Option Disposition occurs, of the aggregate
sum of the Adjusted Values of all Portfolio Railcars for such Payment Dates (or, if
fewer than twelve (12) Payment Dates have passed, such average for all such Payment
Dates).



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          (iv) With respect to a Permitted Railcar Disposition constituting a Purchase Option
Disposition or Involuntary Railcar Disposition, the Issuer will, if not electing to deposit
such proceeds directly into the Collections Account, deposit the related Net Disposition
Proceeds into the Optional Reinvestment Account for application, within the Replacement
Period, to a purchase of Qualifying Replacement Railcars in a Replacement Exchange (as
contemplated and provided in Section 3.05).



          (b) Railcar Acquisitions. The Issuer will not purchase or otherwise acquire a
Railcar (or an interest therein) other than the Railcars (or an interest therein) identified on a
schedule to the Series Supplement for the Initial Equipment Notes, except that the Issuer will be
permitted to:




(i) purchase or otherwise acquire, directly or indirectly, one or more Railcars
constituting Qualifying Replacement Railcars in connection with any Replacement
Exchange, and




(ii) acquire one or more additional Railcars pursuant to a capital contribution from
the Member, so long as, in each case of clause (i) and (ii) (except as indicated
below), each of the following requirements are satisfied on or prior to such
purchase or other acquisition:




          (A) in the case of clause (i) only, no Event of Default or Early
Amortization Event shall have occurred and be continuing or would directly result
therefrom;




          (B) after giving effect to the acquisition, the Portfolio will comply with
the Concentration Limits;




          (C) the Railcars being acquired have an Appraisal showing an Initial
Appraised Value;




          (D) the Purchase Price for each such Railcar does not exceed its Initial
Appraised Value;




          (E) except in connection with Railcars being acquired in a Replacement
Exchange for Portfolio Railcars that were not subject to a Lease at the time of the
disposition thereof by the Issuer, the Railcars being acquired are each subject to a
Permitted Lease; and all actions (including the applicable UCC, STB or Registrar
General of Canada filings) shall have been taken to cause the Railcars being
assigned to be subject to a first priority security interest in favor of the
Indenture Trustee for the benefit of the Secured Parties (provided that no such
actions will be required to be taken in Mexico or under any Provincial Personal
Property Security Act or other non-federal legislation in Canada); and




          (F) that the Railcars will be free and clear of Encumbrances other than
Permitted Encumbrances; and



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(iii) purchase or otherwise acquire additional Railcars in connection with the issuance of an
Additional Series.



          (c) Permitted Railcar Acquisition. A Railcar acquisition by the Issuer complying
with the provisions in subsection (b) immediately above constitutes a “Permitted Railcar
Acquisition”. If two or more Railcars are being acquired in a Permitted Railcar Acquisition, the
foregoing requirements in subsection (b) will be determined on an aggregate basis.



          (d) Modification Payments and Capital Expenditures. The Issuer will not make any
capital expenditures for the purpose of effecting any optional improvement or modification of any
Portfolio Railcar or Parts outside of the ordinary course of business, except that the Issuer may
make Optional Modifications and Required Modifications in its discretion and subject to the
following limitations on the manner in which such Required Modifications and Optional Modifications
may be funded:




          (i) Required Modifications may be funded out of the Expense Account in accordance
with Section 3.06; and




          (ii) Optional Modifications may be funded from distributions to the Issuer pursuant
to the Flow of Funds, or from capital contributions to the Issuer.


In the case of any Optional Modification, the Issuer prior to undertaking such Optional
Modification shall have determined, based upon consultation with the Manager, that the Optional
Modification is not expected to decrease the value or marketability of the Portfolio Railcar as a
result of the expenditure on such Optional Modification.




          (e) Leases.




          (i) The Issuer will not surrender possession of any Portfolio Railcar to any Person
(other than the Manager pursuant to the Management Agreement) other than for purposes of
maintenance or overhaul or pursuant to a Permitted Lease or for storage purposes pending the
Manager’s procurement of a Permitted Lease thereon.




          (ii) The Issuer will, and will cause the Manager in general to use its pro forma
lease agreement or agreements, as such pro forma lease agreement or agreements may be
revised for purposes of the Issuer specifically or generally from time to time by the
Manager (collectively, the “Pro Forma Lease”), for use by the Manager on behalf of the
Issuer as a starting point in the negotiation of Future Leases. However, with respect to
any Future Lease entered into in connection with (x) the renewal or extension of a related
Lease, (y) the leasing of a Portfolio Railcar to a Person that is or was a Lessee under a
pre-existing Lease, or (z) the leasing of a Portfolio Railcar to a Person that is or was a
Lessee under an operating lease of a Railcar that is being managed or serviced by the
Manager (such Future Lease, a “Renewal Lease”), a form of lease substantially similar to
such pre-existing Lease or operating lease (a “Precedent Lease”), as the case may be, may be
used by the Manager, in lieu of the Pro Forma Lease on behalf of the Issuer as a starting
point in the negotiation of such Future Lease. The terms of the Pro Forma Lease may be
revised from time to time by the Manager, provided that



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any such revisions shall be consistent with a Lease originated thereunder being a
Permitted Lease.



          (f) Concentration Limits. The Issuer will not sell, purchase, otherwise take any
action with respect to any Portfolio Railcar if entering into such proposed sale, or other action
would cause the Portfolio to no longer comply with the Concentration Limits; provided, that the
foregoing restriction shall not apply to the renewal by the Issuer of an Existing Lease. Also, the
Issuer will not consummate a Permitted Discretionary Sale if the effect of such action is or would
be to cause noncompliance with any Concentration Limit.



     Section 5.04 Operating Covenants. The Issuer covenants with the Indenture Trustee
as follows, provided that any of the following covenants with respect to the Portfolio Railcars
shall not be deemed to have been breached by virtue of any act or omission of a Lessee or
sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of
repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or
confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by
the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) neither the Issuer nor
the Manager has consented to such Third Party Event; and (ii) the Issuer (or the Manager on its
behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially
reasonable actions as a leading railcar operating lessor would reasonably take in respect of such
Third Party Event, including, as deemed appropriate (taking into account, among other things, the
laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel
such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the
relevant Portfolio Railcar:



          (a) Ownership. The Issuer will (i) on all occasions on which the ownership of
each Portfolio Railcar is relevant, make it clear to third parties that title to the same is held
by the Issuer, and (ii) not do, or knowingly permit to be done, or omit, or knowingly permit to be
omitted, any act or thing which might reasonably be expected to jeopardize the rights of the Issuer
as owner of each Portfolio Railcar, except as contemplated by the Operative Agreements.



          (b) Compliance with Law; Maintenance of Permits. The Issuer will (i) comply in
all material respects with all Applicable Laws, (ii) obtain all material governmental (including
regulatory) registrations, certificates, licenses, permits and authorizations required for the use
and operation of the Portfolio Railcars owned by it, (iii) not cause or knowingly permit, directly
or indirectly, any Lessee to operate any Portfolio Railcar under any related Lease in any material
respect contrary to any Applicable Law, and (iv) not knowingly permit, directly or indirectly, any
Lessee not to obtain all material governmental (including regulatory) registrations, certificates,
licenses, permits and authorizations required for such Lessee’s use and operation of any Portfolio
Railcar under any related operating Lease.



          (c) Forfeiture. The Issuer will not do anything, and will not knowingly permit,
directly or indirectly, any Lessee to do anything, which may reasonably be expected to expose any
Portfolio Railcar to forfeiture, impoundment, detention, appropriation, damage or destruction
(other than any forfeiture, impoundment, detention or appropriation which is being contested in
good faith by appropriate proceedings) unless (i) adequate resources have been made available by
the Issuer or the applicable Lessee for any payment which may arise or be



72









 




required in connection with such forfeiture, impounding, detention or appropriation or
proceedings taken in respect thereof, and (ii) such forfeiture, impounding, detention or
appropriation or the continued existence thereof does not give rise to any material likelihood of
the assets to which such forfeiture, impounding, detention or appropriation relates or any interest
in such assets being sold, permanently forfeited or otherwise lost. In the event of a forfeiture,
impoundment, detention or appropriation of such Portfolio Railcar not constituting a Total Loss,
the Issuer will use all commercially reasonable efforts to obtain the prompt release of such
Portfolio Railcar.




          (d) Maintenance of Assets. The Issuer will, with respect to each Portfolio
Railcar under Lease, cause, directly or indirectly, such Portfolio Railcar to be maintained in a
state of repair and condition consistent with the reasonable commercial practice of leading railcar
operating lessors with respect to similar railcars under lease, taking into consideration, among
other things, the identity of the relevant Lessee (including the credit standing and operating
experience thereof), the age and condition of the Portfolio Railcar and the jurisdiction in which
the Portfolio Railcar is or will be operated or in which the Lessee is based. In addition, the
Issuer will, with respect to each Portfolio Railcar that is not subject to a Lease, maintain such
Portfolio Railcar in a state of repair and condition consistent with the reasonable commercial
practice of leading railcar operating lessors with respect to railcars not under lease.



          (e) Notification of Loss, Theft, Damage or Destruction. The Issuer will notify
the Indenture Trustee, the Administrator, and the Manager, in writing, as soon as the Issuer
becomes aware of any loss, theft, damage or destruction to any Portfolio Railcar or Portfolio
Railcars if the potential cost of repair or replacement of such assets (without regard to any
insurance claim related thereto) may exceed $1,000,000.



          (f) Insurance. The Issuer covenants with the Indenture Trustee as follows:




          (i) Insurance. The Issuer will at all times after the Closing Date, at its
own expense, keep or cause the Insurance Manager under the Insurance Agreement to keep each
Portfolio Railcar insured with insurers of recognized responsibility with a rating of at
least A- by A.M. Best Company (or a comparable rating by a nationally or internationally
recognized rating group of comparable stature) or by other insurers approved in writing by
the Requisite Majority, which approval shall not be unreasonably withheld, in amounts and
against risks and with deductibles and terms and conditions not less beneficial to the
insured thereunder than the insurance, if any, maintained by the Manager with respect to
similar equipment which it owns or leases, but in no event shall such coverage be for
amounts or against risks less than the Prudent Industry Practice.




          (ii) Additional Insurance. In the event that the Issuer shall fail to
maintain insurance as herein provided, the Indenture Trustee may at its option, upon prior
written notice to the Issuer, provide such insurance and, in such event, the Issuer shall,
upon demand from time to time reimburse the Indenture Trustee for the cost thereof together
with interest from the date of payment thereof at the Stated Rate on the most recently
issued Class of Equipment Notes (or, if more than one Class of Equipment Notes was issued on
the same date, the lowest of the Stated Rates on such Classes, determined as of the most
recent Determination Date), on the amount of the cost to the Indenture



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Trustee of such insurance which the Issuer shall have failed to maintain. If after the
Indenture Trustee has provided such insurance, the Issuer then obtains the coverage provided
for in Section 5.04(f) which was replaced by the insurance provided by the Indenture
Trustee, and the Issuer provides the Indenture Trustee with evidence of such coverage
reasonably satisfactory to the Indenture Trustee, the Indenture Trustee shall cancel the
insurance it has provided pursuant to the first sentence of this Section 5.04(f)(ii). In
such event, the Issuer shall reimburse the Indenture Trustee for all costs to the Indenture
Trustee of cancellation, including without limitation any short rate penalty, together with
interest from the date of the Indenture Trustee’s payment thereof at such Stated Rate. In
addition, at any time the Indenture Trustee may at its own expense carry insurance with
respect to its interest in the Portfolio Railcars, provided that such insurance does not
interfere with the Issuer’s ability to insure the Portfolio Railcars as required by this
Section 5.04(f) or adversely affect the Issuer’s insurance or the cost thereof, it being
understood that all salvage rights to each Portfolio Railcar shall remain with the Issuer’s
insurers at all times. Any insurance payments received from policies maintained by the
Indenture Trustee pursuant to the previous sentence shall be retained by the applicable
Person obtaining such insurance without reducing or otherwise affecting the Issuer’s
obligations hereunder, other than with respect to Portfolio Railcars, with respect to which
such payments have been made.



          (g) No Accounts. Except as contemplated herein, the Issuer will not have an
interest in any deposit account or securities account (other than the Indenture Accounts and other
than any account which may be required to be established as a necessary consequence of or in order
to invest in or otherwise acquire a Permitted Investment) unless (i) any such further account and
the Issuer’s interest therein shall be further charged or otherwise secured in favor of the
Indenture Trustee for the benefit of the Secured Parties and (ii) any such further account is held
in the custody of and under the “control” (as such term is defined in the UCC) of the Indenture
Trustee.



          (h) Notices. If at any time any creditor of the Issuer seeks to enforce any
judgment or order of any competent court or other competent tribunal against any of the Collateral,
the Issuer shall (i) promptly give written notice to such creditor and to such court or tribunal of
the Indenture Trustee’s interests in the Collateral, (ii) if at any time an examiner,
administrator, administrative receiver, receiver, trustee, custodian, sequestrator, conservator or
other similar appointee (an “Insolvency Appointee”) is appointed in respect of any secured creditor
or any of their assets, promptly give notice to such appointee of the Indenture Trustee’s interests
in the Collateral and (iii) notify the Indenture Trustee thereof in either case of clauses (i) and
(ii) above. The Issuer will not voluntarily appoint or cause to be appointed or commence any
proceeding to appoint any Insolvency Appointee over all or any of its property.



          (i) Compliance with Agreements. The Issuer will comply with and perform all its
obligations under this Master Indenture and any Series Supplement, the Issuer Documents and the
other Operative Agreements to which the Issuer is a party.



          (j) Information. The Issuer will at all times give to the Indenture Trustee such
information as the Indenture Trustee may reasonably require for the purpose of the



74









 




discharge of the powers, rights, duties, authorities and discretions vested in it hereunder,
under any other Issuer Document or by operation of Applicable Law.




          (k) Further Assurances.




          (i) The Issuer will comply with all reasonable directions given to it by the
Indenture Trustee to perfect the Security Interests in the Collateral (except to the extent
provided in the Granting Clauses herein). The Issuer will execute such further documents
and do all acts and things as the Indenture Trustee may reasonably require at any time or
times to give effect to this Master Indenture, the Issuer Documents and the relevant
Operative Agreements.




          (ii) Without limiting the foregoing, from time to time, the Issuer shall authorize
and file such financing statements and cause to be authorized and filed such continuation
statements, and shall make or cause to be made such filings with the STB and with the
Registrar General of Canada and take or cause to be taken such similar actions as are
described in the Granting Clauses under “Priority”, all in such manner and in such places as
may be required by law (or deemed desirable by the Indenture Trustee) to fully perfect,
preserve, maintain and protect the security interest of the Indenture Trustee for the
benefit of the Secured Parties in the Portfolio Railcars, related Leases and other
Collateral granted hereby (including without limitation any such Portfolio Railcars acquired
by the Issuer from time to time after the Initial Closing Date), including in the proceeds
thereof, it being understood that the Issuer shall not be required to make (to to cause to
be made) any filings in Mexico or under any Provincial Personal Property Security Act or any
other non-federal legislation in Canada. The Issuer shall deliver (or cause to be
delivered) to the Indenture Trustee file-stamped copies of, or filing receipts for, any
document filed as provided above, following such filing in accordance herewith. In the
event that the Issuer fails to perform its obligations under this subsection, the Indenture
Trustee may perform such obligations, at the expense of the Issuer, and the Issuer hereby
authorizes the Indenture Trustee and grants to the Indenture Trustee an irrevocable power of
attorney to take any and all steps in order to perform such obligations in the Issuer’s own
name and on behalf of the Issuer, as are necessary or desirable, in the determination of the
Indenture Trustee, as applicable.



          (l) Stamping of the Leases. Within thirty (30) days after the applicable Delivery
Date with respect to a Lease (or, in the case of a Future Lease, the date of origination of such
Future Lease), the Issuer will cause the Manager to stamp on or otherwise affix to each Rider
evidencing the same, the following legend:




     “This Lease is subject to a security interest in favor of Wilmington Trust Company, as
Indenture Trustee, pursuant to the Master Indenture dated as of July 6, 2011 between TRIP
Rail Master Funding LLC and Wilmington Trust Company, as Indenture Trustee.”



          Without limiting the generality of the foregoing, the Issuer will (i) execute and deliver to
the Indenture Trustee, on behalf of the Secured Parties, such financing or continuation statements
or continuation statements in lieu, or amendments thereto, and such other instruments



75









 




or notices, as may be necessary or desirable, or as the Indenture Trustee may reasonably
request, in order to perfect and preserve the pledge, transfer, assignment, Security Interests
granted or purported to be granted hereby, (ii) if any Collateral shall be evidenced by a
promissory note or other instrument, deliver and pledge to the Indenture Trustee, on behalf of the
Secured Parties, such note or instrument, duly indorsed or accompanied by duly executed instruments
of transfer or assignment in blank and undated, all in form and substance reasonably satisfactory
to the Indenture Trustee, and (iii) deliver to the Indenture Trustee, on behalf of the Secured
Parties, promptly upon receipt thereof all instruments representing or evidencing any of the
Collateral, duly endorsed or accompanied by duly executed instruments of transfer or assignment in
blank and undated, all in form and substance reasonably satisfactory to the Indenture Trustee.




          (m) No Effect on Security Interest. Except as otherwise provided in this Master
Indenture or other Operative Agreements, the Issuer will not agree to the amendment of any Issuer
Document unless the Indenture Trustee has confirmed to the Issuer that it has received from legal
counsel reasonably acceptable to it an opinion to the effect that such amendment will not result in
the Security Interests being prejudiced (the reasonable expenses of such opinion to be paid by the
Issuer).



          (n) Restrictions on Amendments to Assigned Agreements and Certain Other Actions.
(i) The Issuer will not take, or knowingly permit to be taken, any action which would amend,
terminate or discharge or prejudice the validity or effectiveness or priority of the Security
Interests or permit any party to any of the Issuer Documents whose obligations form part of the
security created by this Master Indenture to be released from such obligations except, in each case
as permitted or contemplated by this Master Indenture, or the other Issuer Documents or the
Operative Agreements, (ii) without the prior written consent of the Indenture Trustee (acting at
the Direction of the Requisite Majority), the Issuer shall not, directly or indirectly, (A) cancel
or terminate, or consent to or accept any cancellation or termination of, or amend, modify or
change in any manner, any Assigned Agreement or any term or condition thereof or (B) waive any
default under, or any breach of or noncompliance with any term or condition of, any Assigned
Agreement or authorize or approve, or consent to, any of the foregoing and (iii) the Issuer will
not knowingly take, or knowingly permit to be taken, any action which, other than the performance
of its obligations under the Issuer Documents and the Operative Agreements, would reasonably be
expected to result in the lowering or withdrawal of the then current rating of any Equipment Note
by the applicable Rating Agency.



          (o) Subsidiaries. Except with the consent of the Indenture Trustee (acting at the
Direction of the Requisite Majority), the Issuer will not have or establish any Subsidiaries.



          (p) Restriction on Asset Dealings. The Issuer shall not sell, transfer, release
or otherwise dispose of any of, or grant options, warrants or other rights with respect to, any of
its assets to any Person other than as expressly permitted or contemplated in the Operative
Agreements.



          (q) Organizational Documents. Subject to Section 5.02(j), the Issuer shall not
amend, modify or supplement its organizational documents or change its jurisdiction of organization
without the consent of the Requisite Majority, which consent shall not be unreasonably withheld.



76









 





          (r) Management Agreement and Administrative Services Agreement. The Issuer shall
at all times be a party to the Management Agreement and shall, if necessary, take any steps
required of it in connection with the appointment of any Successor Manager thereunder. The Issuer
shall at all times be a party to the Administrative Services Agreement or a substitute agreement
substantially similar thereto.



          (s) Insurance Agreement. The Issuer shall at all times be a party to the
Insurance Agreement and shall, if necessary, take any steps required of it in connection with the
appointment of any Successor Insurance Manager thereunder.



          (t) Condition. The Issuer, at its own cost and expense, shall maintain, repair
and keep each Portfolio Railcar, and cause the Manager under the Management Agreement to maintain,
repair and keep each Portfolio Railcar, (i) according to Prudent Industry Practice and in all
material respects, in good working order, and in good physical condition for railcars of a similar
age and usage, normal wear and tear excepted, (ii) in a manner in all material respects consistent
with maintenance practices used by the Manager, in respect of railcars owned, leased or managed by
the Manager similar in type to such Portfolio Railcar or with respect to any Portfolio Railcar that
is subject to a Net Lease, maintenance practices used by the applicable Lessee, in respect of
railcars similar in type to such Portfolio Railcar used by such Lessee on its domestic routes in
the United States (provided, however, that after the return to the Manager of any Portfolio Railcar
which was subject to a Net Lease immediately prior to such return, such Portfolio Railcar shall be
maintained and repaired in all material respects in a manner consistent with maintenance practices
used by the Manager in respect of railcars owned, leased or managed by the Manager similar in type
to such Portfolio Railcar), (iii) in accordance with all manufacturer’s warranties in effect but
only to the extent that the lack of compliance therewith would reasonably be expected to adversely
affect the coverage thereunder and in accordance with all applicable provisions, if any, of
insurance policies required to be maintained pursuant to Section 5.04 and (iv) in compliance in all
material respects with any applicable laws and regulations from time to time in effect, including,
without limitation, the Field Manual of the AAR, FRA rules and regulations and Interchange Rules as
they apply to the maintenance and operation of the Portfolio Railcars in interchange regardless of
upon whom such applicable laws and regulations are nominally imposed; provided, however, that, so
long as the Manager or, with respect to any Portfolio Railcar subject to a Lease which is a Net
Lease, the applicable Lessee, as the case may be, is similarly contesting such law or regulation
with respect to all other similar equipment owned or operated by Manager or, with respect to any
Portfolio Railcar subject to a Net Lease, the applicable Lessee, as the case may be, the Issuer (or
such Lessee) may, in good faith and by appropriate proceedings diligently conducted, contest the
validity or application of any such standard, rule or regulation in any manner that does not (w)
materially interfere with the use, possession, operation or return of any of the Portfolio
Railcars, (x) materially adversely affect the rights or interests of the Indenture Trustee in the
Portfolio Railcars, (y) expose any Secured Party or the Indenture Trustee to criminal sanctions or
(z) violate any maintenance requirements contained in any insurance policy required to be
maintained by the Issuer under this Master Indenture if such violation would reasonably be expected
to adversely affect the coverage thereunder; provided further, that the Issuer shall promptly
notify the Indenture Trustee in reasonable detail of any such contest upon the Issuer or the
Manager becoming aware thereof. In no event shall the Issuer discriminate in any material respect
as to the use or maintenance of any Portfolio Railcar (including the periodicity of maintenance or
recordkeeping in respect of such



77









 




Portfolio Railcar) as compared to equipment of a similar nature which the Manager owns or
manages. The Issuer will maintain in all material respects all records, logs and other materials
required by relevant industry standards or any governmental authority having jurisdiction over the
Portfolio Railcars required to be maintained in respect of any Portfolio Railcar.




          (u) Use. The Issuer shall be entitled to the possession of the Portfolio Railcars
and to the use of the Portfolio Railcars by it or any Affiliate in the United States and subject to
the remaining provisions of this subsection, Canada and Mexico, only in the manner for which the
Portfolio Railcars were designed and intended and so as to subject the Portfolio Railcars only to
ordinary wear and tear. In no event shall the Issuer use, store or permit the use or storage of
any Portfolio Railcar in any jurisdiction not included in the insurance coverage required by
Section 5.04(f). The Portfolio Railcars shall be used primarily on domestic routes in the United
States and on routes in Canada, and in no event shall the mileage usage of the Portfolio Railcars
in interchange within Mexico exceed twenty percent (20%) of the total mileage usage of the
Portfolio Railcars in interchange in the aggregate (as determined by mileage records and measured
at the end of each calendar year).



          (v) Custody of Portfolio Leases. Promptly after entering into a Future Lease, the
Issuer shall deliver a Rider constituting a Chattel Paper Original to the Indenture Trustee in
accordance with the provisions hereof.



          (w) Portfolio Railcar Total Loss. In the event that any Portfolio Railcar shall
suffer a Total Loss, the Issuer shall (or shall cause the Manager to) promptly and fully inform the
Indenture Trustee of such Total Loss once becoming aware of the same.



          (x) Certain Reports. No later than ten Business Days following April 30, 2012 (or
December 31, 2011 with respect to clause (iii) below), and no later than ten Business Days
following each April 30 (or each March 31, June 30, September 30 and December 31, with respect to
clause (iii) below) thereafter, the Issuer will furnish (or cause the Manager under the Management
Agreement to furnish) to the Indenture Trustee and each Rating Agency an accurate statement, as of
the preceding December 31 (or as of the preceding calendar quarter with respect to clause (iii)
below) (i) showing the amount, description and reporting marks of the Portfolio Railcars, the
amount, description and reporting marks of all Portfolio Railcars that may have suffered a Total
Loss during the twelve months ending on such December 31 (or since the Initial Closing Date, in the
case of the first such statement), and such other information regarding the condition or repair of
the Portfolio Railcars as the Indenture Trustee may reasonably request, (ii) stating that in the
case of all Portfolio Railcars repainted during the period covered by such statement, the markings
required by Section 2.2(i) of the Management Agreement shall have been preserved or replaced, (iii)
showing the percentage of use in Canada and Mexico based on the total mileage traveled by the
Portfolio Railcars for the prior calendar quarter as reported to the Manager by railroads (or
Lessees in the case of Net Leases, as applicable) and (iv) stating that, except as disclosed
therein, the Issuer is not aware of any condition of any Portfolio Railcar which would cause such
Portfolio Railcar not to comply in any material respect with the rules and regulations of the FRA
and the interchange rules of the Field Manual of the AAR as they apply to the maintenance and
operation of the Portfolio Railcars in interchange and any other requirements hereunder.



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          (y) Inspection.




          (i) Upon the occurrence of an Event of Default or a Manager Termination Event, the
Indenture Trustee, at the Direction of the Requisite Majority, together with the agents,
representatives, accountants and legal and other advisors of each of the foregoing
(collectively, the “Inspection Representatives”), shall have the right to (A) conduct a
field examination of a reasonable representative sample of the Portfolio Railcars, which may
not in any event in the first instance exceed 100 Portfolio Railcars (each such inspection,
a “Unit Inspection”), (B) (I) inspect all documents (the “Related Documents”), including,
without limitation, all related Leases, insurance policies, warranties or other agreements,
relating to the Portfolio Railcars and the other Collateral (each such inspection, a
“Related Document Inspection”) and (II) inspect each of the Issuer’s and the Manager’s
books, records and databases (which shall include reasonable access to the Issuer’s and the
Manager’s computers and computer records to the extent necessary to determine compliance
with the Operative Agreements) (collectively, the “Books and Records”) with respect to the
Portfolio Railcars and the other Collateral and the Related Documents (including without
limitation data supporting all reporting requirements under the Operative Agreements) (each
such inspection, a “Books and Records Inspection”) and (C) discuss (I) the affairs, finances
and accounts of the Issuer (with respect to itself) and the Manager (with respect to itself
and the Issuer) and (II) the Portfolio Railcars and the other Collateral, the Related
Documents and the Books and Records, in each case with the principal executive officer and
the principal financial officer of each of the Issuer and the Manager, as applicable (the
foregoing clauses (I) and (II) a “Company Inspection”) (the Unit Inspections, the Related
Document Inspections, the Books and Records Inspections and the Company Inspections
described in clauses (A), (B) and (C), collectively, the “Inspections”).




          (ii) All Inspections shall be at the sole cost and expense of the Issuer (including
the reasonable legal and accounting fees, costs and expenses incurred by the Indenture
Trustee, and its Inspection Representatives). All Inspections shall be conducted upon
reasonable request and notice to the Issuer (with respect to itself) and the Manager (with
respect to itself and the Issuer) and shall (A) be conducted during normal business hours,
(B) be subject to the Issuer’s and the Manager’s customary security procedures, if any, and
(C) not unreasonably disrupt the Issuer’s or the Manager’s business.




          (iii) If in connection with or as a result of the initial Railcar Inspection, the
Indenture Trustee determines, in its sole discretion, that an Inspection Issue (as defined
below) has occurred, then the Indenture Trustee shall have the right to conduct additional
Inspections from time to time consisting of additional samplings of Portfolio Railcars in
numbers that the Indenture Trustee or its Inspection Representative determines to be a
reasonable sampling (each, an “Additional Inspection” and collectively, “Additional
Inspections”) sufficient to confirm the scope of any such Inspection Issues. “Inspection
Issue” means the discovery that a material portion of the Portfolio Railcars inspected are
not being used or maintained in a manner that complies with the requirements of this Master
Indenture.



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          Without prejudice to the right to conduct Inspections, all parties granted inspection rights
hereunder shall confer with a view toward coordinating their conduct with respect to the
Inspections in order to minimize the costs thereof and business disruption attendant thereto.



          (z) Modifications.




          (i) Required Modifications. In the event a Required Modification to a
Portfolio Railcar is required, the Issuer agrees to make or cause to be made such Required
Modification at its own expense; provided, that the Issuer (or applicable Lessee) may, in
good faith and by appropriate proceedings diligently conducted, contest the validity or
application of the law, rule, requirement or regulation requiring such Required Modification
in any manner that does not (w) materially interfere with the use, possession, operation,
maintenance or return of any Portfolio Railcar, (x) materially adversely affect the rights
or interests of the Issuer or the Indenture Trustee in the Portfolio Railcars, (y) expose
the Issuer or the Indenture Trustee to criminal sanctions, or (z) violate any maintenance
requirements contained in any insurance policy required to be maintained by the Issuer under
this Master Indenture if such violation would reasonably be expected to adversely affect the
coverage thereunder; provided further, that the Issuer shall notify (or cause to be
notified) the Indenture Trustee thereof, which notice shall also set forth the time period
for the making of such Required Modification and the Issuer’s or Manager’s reasonable
estimate of the cost thereof.




          (ii) Optional Modifications. The Issuer at any time may or may permit a
Lessee to, in its discretion and at its own or such Lessee’s cost and expense, modify, alter
or improve any Portfolio Railcar in a manner which is not a Required Modification; provided
that (A) no such optional modification shall diminish the fair market value, utility or
remaining economic useful life of such Portfolio Railcar below the fair market value,
utility or remaining economic useful life thereof immediately prior to such optional
modification, in more than a de minimis respect, assuming such Portfolio Railcar was then at
least in the condition required to be maintained by the terms of this Master Indenture and
(B) the Issuer, or the Manager on its behalf, shall conclude in good faith that the proposed
optional modification is likely to enhance the marketability of the Portfolio Railcar (or
such optional modification is requested by a Lessee).



ARTICLE VI




THE INDENTURE TRUSTEE



     Section 6.01 Acceptance of Trusts and Duties. If a Default has occurred and is
continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this
Master Indenture, and use the same degree of care and skill in their exercise, as a prudent person
would exercise or use under the circumstances in the conduct of its own affairs. The duties and
responsibilities of the Indenture Trustee shall be as expressly set forth herein, and no implied
covenants or obligations shall be read into this Master Indenture against the Indenture Trustee.
The Indenture Trustee accepts the trusts hereby created and applicable to it and agrees to perform
the same but only upon the terms of this Master Indenture and agrees to receive and disburse all



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moneys received by it in accordance with the terms hereof. The Indenture Trustee in its
individual capacity shall not be answerable or accountable under any circumstances, except for its
own willful misconduct or negligence or bad faith or breach of its representations, warranties
and/or covenants and the Indenture Trustee shall not be liable for any action or inaction of the
Issuer or any other parties to any of the Operative Agreements.




     Section 6.02 Absence of Duties. The Indenture Trustee shall have no duty to
ascertain or inquire as to the performance or observance of any covenants, conditions or agreements
on the part of any Lessee. Notwithstanding the foregoing, the Indenture Trustee, upon written
request, shall furnish to each Noteholder, promptly upon receipt thereof, duplicates or copies of
all reports, Notices, requests, demands, certificates, financial statements and other instruments
furnished to the Indenture Trustee under this Master Indenture and any Series Supplement.



     Section 6.03 Representations or Warranties. The Indenture Trustee does not make
and shall not be deemed to have made any representation or warranty as to the validity, legality or
enforceability of this Master Indenture, the Equipment Notes, any other securities or any other
document or instrument or as to the correctness of any statement contained in any thereof, except
that the Indenture Trustee in its individual capacity hereby represents and warrants (i) that each
such specified document to which it is a party has been or will be duly executed and delivered by
one of its officers who is and will be duly authorized to execute and deliver such document on its
behalf, and (ii) this Master Indenture is the legal, valid and binding obligation of WTC,
enforceable against WTC in accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights
generally.



     Section 6.04 Reliance; Agents; Advice of Counsel. The Indenture Trustee shall
incur no liability to anyone acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or paper believed by it to be
genuine and believed by it to be signed by the proper party or parties. The Indenture Trustee may
accept a copy of a resolution of, in the case of the Issuer, and in the case of any other party to
any Operative Agreement, the governing body of such Person, certified in an accompanying Officer’s
Certificate as duly adopted and in full force and effect, as conclusive evidence that such
resolution has been duly adopted and that the same is in full force and effect. As to any fact or
matter the manner of ascertainment of which is not specifically described herein, the Indenture
Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a
certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and
such certificate shall constitute full protection to the Indenture Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish
to the Manager or the Administrator upon written request such information and copies of such
documents as the Indenture Trustee may have and as are necessary for the Manager or the
Administrator to perform its duties under Articles II and III hereof. The Indenture Trustee shall
assume, and shall be fully protected in assuming, that the Issuer is authorized by its
constitutional documents to enter into this Master Indenture and to take all action permitted to be
taken by it pursuant to the provisions hereof, and shall not inquire into the authorization of the
Issuer with respect thereto.




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     The Indenture Trustee shall not be liable for any action it takes or omits to take in
good faith that it believes to be authorized or within its rights or powers or for any action it
takes or omits to take in accordance with the Direction of the Holders in accordance herewith
relating to the time, method and place of conducting any proceeding for any remedy available to the
Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under
this Master Indenture and any Series Supplement.



     The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the
Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for
the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it
hereunder.



     The Indenture Trustee may consult with counsel as to any matter relating to this Master
Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance with such advice or Opinion of Counsel.



     The Indenture Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Master Indenture, or to institute, conduct or defend any litigation hereunder
or in relation hereto, at the request, order or Direction of any of the Holders, pursuant to the
provisions of this Master Indenture, unless such Holders shall have offered to the Indenture
Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby.



     The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if there is reasonable ground for believing that the repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Master Indenture shall in any event require the Indenture
Trustee to perform, or be responsible or liable for the manner of performance of, any obligations
of the Issuer or the Administrator under this Master Indenture and any Series Supplement or any of
the Operative Agreements.



     The Indenture Trustee shall not be liable for any losses or Taxes (except for Taxes relating
to any compensation, fees or commissions of any entity acting in its capacity as Indenture Trustee
hereunder) or in connection with the selection of Permitted Investments or for any investment
losses resulting from Permitted Investments unless the entity that is the Indenture Trustee is the
issuer or the obligor of such a Permitted Investment.



     When the Indenture Trustee incurs expenses or renders services in connection with an Event of
Default specified in Section 4.01(f) or 4.01(g) hereof, such expenses (including the fees and
expenses of its counsel) and the compensation for such services are intended to constitute expenses
of administration under any bankruptcy law or law relating to creditors’ rights generally.



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     The Indenture Trustee shall not be charged with knowledge of an Event of Default unless a
Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or the
Indenture Trustee receives written notice of such event from the Issuer, the Administrator or
Noteholders owning Equipment Notes aggregating not less than 10% of the Outstanding Principal
Balance of the Equipment Notes.



     The Indenture Trustee shall have no duty to monitor the performance of the Issuer, the
Manager, the Administrator or any other party to the Operative Agreements, nor shall it have any
liability in connection with the malfeasance or nonfeasance by such parties. The Indenture Trustee
shall have no liability in connection with compliance by the Issuer, the Manager, the Administrator
or any Lessee under a Lease with statutory or regulatory requirements related to any Railcar or any
Lease. The Indenture Trustee shall not make or be deemed to have made any representations or
warranties with respect to any Railcar or any Lease or the validity or sufficiency of any
assignment or other disposition of any Railcar or any Lease.



     The Indenture Trustee shall not be liable for any error of judgment reasonably made in good
faith by an officer or officers of the Indenture Trustee, unless it shall be determined by a court
of competent jurisdiction in a non-appealable judgment that the Indenture Trustee was negligent in
making such judgment.



     Except as expressly set forth in the Operative Agreements, the Indenture Trustee shall not be
bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or
other paper document, unless any such Operative Agreement directs the Indenture Trustee to make
such investigation.



     The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the
Indenture Accounts in the absence of timely and specific written investment direction from the
Administrator or as expressly provided herein. In no event shall the Indenture Trustee be liable
for the selection of investments or for investment losses incurred thereon in accordance with the
Operative Agreements. The Indenture Trustee shall have no liability in respect of losses incurred
as a result of the liquidation of any investment prior to its stated maturity in accordance with
the Operative Agreements or by any other Person or the failure of the Administrator to provide
timely written investment direction.



     Section 6.05 Not Acting in Individual Capacity. The Indenture Trustee acts hereunder
solely as trustee unless otherwise expressly provided; and all Persons, other than the Noteholders
to the extent expressly provided in this Master Indenture, having any claim against the Indenture
Trustee by reason of the transactions contemplated hereby shall look, subject to the lien and
priorities of payment as herein provided, only to the property of the Issuer for payment or
satisfaction thereof.



     Section 6.06 No Compensation from Noteholders. The Indenture Trustee agrees that it
shall have no right against the Noteholders for any fee as compensation for its services hereunder.



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     Section 6.07 Notice of Defaults. As promptly and soon as practicable after, and in
any event within thirty (30) days after, the occurrence of any Default hereunder, the Indenture
Trustee shall transmit by mail to the Issuer and the Noteholders holding Equipment Notes, notice of
such Default hereunder actually known to a Responsible Officer of the Indenture Trustee, unless
such Default shall have been cured or waived; provided, however, that, except in the case of a
Default on the payment of the interest, principal, or premium, if any, on any Equipment Note, the
Indenture Trustee shall be fully protected in withholding such notice if and so long as a trust
committee of Responsible Officers of the Indenture Trustee in good faith determines that the
withholding of such notice is in the interests of the Noteholders.



     Section 6.08 Indenture Trustee May Hold Securities. The Indenture Trustee, any Paying
Agent, the Note Registrar or any of their Affiliates or any other agent in their respective
individual or any other capacity, may become the owner or pledgee of securities and, may otherwise
deal with the Issuer with the same rights it would have if it were not the Indenture Trustee,
Paying Agent, Note Registrar or such other agent.



     Section 6.09 Corporate Trustee Required; Eligibility. There shall at all times be an
Indenture Trustee which shall meet the Eligibility Requirements. If such corporation publishes
reports of conditions at least annually, pursuant to law or to the requirements of federal, state,
territorial or District of Columbia supervising or examining authority, then for the purposes of
this Section 6.09, the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of conditions so published. In
case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.09 to act as Indenture Trustee, the Indenture Trustee shall resign immediately as
Indenture Trustee in the manner and with the effect specified in Section 7.01 hereof.



     Section 6.10 Reports by the Issuer. The Issuer shall furnish to the Indenture
Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal
executive officer, principal accounting officer or principal financial officer of the
Administrator, as applicable, as to his or her knowledge of the Issuer’s compliance with all
conditions and covenants under this Master Indenture and any Series Supplement (it being understood
that for purposes of this Section 6.10, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Master Indenture).



     Section 6.11 Compensation. The Issuer covenants and agrees to pay to the Indenture
Trustee from time to time, and the Indenture Trustee shall be entitled to, the fees and expenses
separately agreed in writing between the Issuer and the Indenture Trustee, and will further pay or
reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Indenture Trustee in accordance with any of the provisions hereof
or any other documents executed in connection herewith (including the reasonable compensation and
the reasonable expenses and disbursements of its counsel and of all persons not regularly in its
employ).



     Section 6.12 Certain Rights of the Requisite Majority. Each of the Indenture Trustee
and by its acceptance of the Equipment Notes, the Noteholders, hereby agrees that, if the Indenture
Trustee shall fail to act in accordance with Direction by the Requisite Majority (with respect to
the Equipment Notes as a whole) at any time at which it is so required to act hereunder



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or under any other Operative Agreement, then the Requisite Majority shall be entitled to take
such action directly in its own capacity or on behalf of the Indenture Trustee. If the Indenture
Trustee fails to act in accordance with Direction by the Requisite Majority when so required to act
under any Operative Agreement, then the Indenture Trustee shall, upon the further Direction of the
Requisite Majority, irrevocably appoint the Requisite Majority, and any authorized agent thereof,
with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the name of the Indenture Trustee or its own name, to take any and all
actions that the Indenture Trustee is authorized to take under any Operative Agreement, to the
extent the Indenture Trustee has failed to take such action when and as required under such
Operative Agreement.




ARTICLE VII




SUCCESSOR TRUSTEES



     Section 7.01 Resignation and Removal of Indenture Trustee. The Indenture Trustee may
resign as Indenture Trustee with respect to the Equipment Notes at any time without cause by giving
at least sixty (60) days’ prior written notice to the Issuer, the Manager, the Administrator and
the Holders, provided that the Indenture Trustee shall continue to serve as Indenture Trustee until
a successor has been appointed pursuant to Section 7.02 hereof. The Requisite Majority may at any
time remove the Indenture Trustee without cause by an instrument in writing delivered to the
Issuer, the Manager, the Administrator and the Indenture Trustee being removed. In addition, the
Issuer may remove the Indenture Trustee if: (i) such Indenture Trustee fails to comply with
Section 7.02(d) hereof, (ii) such Indenture Trustee is adjudged a bankrupt or an insolvent, (iii) a
receiver or public officer takes charge of such Indenture Trustee or its property or (iv) such
Indenture Trustee becomes incapable of acting. References to the Indenture Trustee in this Master
Indenture include any successor Indenture Trustee appointed in accordance with this Article VII.



     Section 7.02 Appointment of Successor.



          (a) In the case of the resignation or removal of the Indenture Trustee under Section 7.01
hereof, the Issuer shall promptly appoint a successor Indenture Trustee; provided that the
Requisite Majority may appoint, within one (1) year after such resignation or removal, a successor
Indenture Trustee which may be other than the successor Indenture Trustee appointed by the Issuer,
and such successor Indenture Trustee appointed by the Issuer shall be superseded by the successor
Indenture Trustee so appointed by the Requisite Majority. If a successor Indenture Trustee shall
not have been appointed and accepted its appointment hereunder within sixty (60) days after the
Indenture Trustee gives notice of resignation or is removed, the retiring or removed Indenture
Trustee, the Issuer, the Administrator, the Manager or the Requisite Majority may petition any
court of competent jurisdiction for the appointment of a successor Indenture Trustee. Any
successor Indenture Trustee so appointed by such court shall immediately and without further act be
superseded by any successor Indenture Trustee appointed by the Requisite Majority as provided in
the first sentence of this paragraph within one (1) year from the date of the appointment by such
court.



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          (b) Any successor Indenture Trustee, however appointed, shall promptly execute and deliver to
the Issuer, the Manager, the Administrator and the predecessor Indenture Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the predecessor Indenture
Trustee shall become effective and such successor Indenture Trustee, without further act, shall
become vested with all the estates, properties, rights, powers, duties and trusts of such
predecessor Indenture Trustee hereunder in the trusts hereunder applicable to it with like effect
as if originally named the Indenture Trustee herein; provided that, upon the written request of
such successor Indenture Trustee, such predecessor Indenture Trustee shall, upon payment of all
amounts due and owing to it, execute and deliver an instrument transferring to such successor
Indenture Trustee, upon the trusts herein expressed applicable to it, all the estates, properties,
rights, powers and trusts of such predecessor Indenture Trustee, and such predecessor Indenture
Trustee shall duly assign, transfer, deliver and pay over to such successor Indenture Trustee all
moneys or other property then held by such predecessor Indenture Trustee hereunder solely for the
benefit of the Equipment Notes.



          (c) If a successor Indenture Trustee is to be appointed with respect to only a part of the
predecessor Indenture Trustee duties hereunder, the Issuer, the predecessor Indenture Trustee and
the successor Indenture Trustees shall execute and deliver an Indenture Supplement which shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor Indenture Trustee as to which the predecessor
Indenture Trustee is not retiring shall continue to be vested in the predecessor Indenture Trustee,
and shall add to or change any of the provisions of this Master Indenture as shall be necessary to
provide for or facilitate the administration of the Equipment Notes hereunder by more than one
Indenture Trustee.



          (d) Each Indenture Trustee shall be an Eligible Institution and shall meet the Eligibility
Requirements, if there be such an institution willing, able and legally qualified to perform the
duties of an Indenture Trustee hereunder; provided that each Rating Agency shall receive notice of
any replacement Indenture Trustee.



          (e) Any corporation into which the Indenture Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Indenture Trustee shall be a party, or any corporation to which substantially all the
business of the Indenture Trustee may be transferred, shall, subject to the terms of paragraph (d)
of this Section, be the Indenture Trustee under this Master Indenture and any Series Supplement
without further act.



ARTICLE VIII




INDEMNITY



     Section 8.01 Indemnity. The Issuer shall indemnify the Indenture Trustee (and its
officers, directors, employees and agents) for, and hold it harmless from and against, any loss,
liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or expense
(including attorney’s fees and expenses) incurred by it without negligence or bad faith on its
part, arising out of or in connection with the acceptance or administration of this Master
Indenture and its duties under this Master Indenture and any Series Supplement and the Equipment
Notes,



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including the costs and expenses of defending itself against any claim or liability and of
complying with any process served upon it or any of its officers in connection with the exercise or
performance of any of its powers or duties and hold it harmless against, any loss, liability or
reasonable expense incurred without negligence or bad faith on its part, arising out of or in
connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate
furnished hereunder, or the failure to furnish any such Officer’s Certificate required to be
furnished hereunder. The Indenture Trustee shall notify the Holders, the Issuer, the Manager, each
Hedge Provider and each Liquidity Facility Provider and, in the case of any such claim in excess of
5% of the Adjusted Value of the Portfolio Railcars, each Rating Agency, promptly of any claim
asserted against the Indenture Trustee for which it may seek indemnity; provided, however, that
failure to provide such notice shall not invalidate any right to indemnity hereunder except to the
extent the Issuer is prejudiced by such delay. The Issuer shall defend the claim and the Indenture
Trustee shall cooperate in the defense (unless the Indenture Trustee determines that an actual or
potential conflict of interest exists, in which case the Indenture Trustee shall be entitled to
retain separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel).
The Issuer need not pay for any settlements made without its consent; provided that such consent
shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnity against
any loss or liability incurred by the Indenture Trustee through negligence or bad faith.




     Section 8.02 Noteholders’ Indemnity. The Indenture Trustee shall be entitled,
subject to such Indenture Trustee’s duty during a Default to act with the required standard of
care, to be indemnified by the Holders of the Equipment Notes before proceeding to exercise any
right or power under this Master Indenture and any Series Supplement or the Management Agreement at
the request or Direction of such Holders.



     Section 8.03 Survival. The provisions of Sections 8.01 and 8.02 hereof shall survive
the termination of this Master Indenture or the earlier resignation or removal of the Indenture
Trustee.



ARTICLE IX




SUPPLEMENTAL INDENTURES



     Section 9.01 Supplemental Indentures Without the Consent of the Noteholders.



          (a) Without the consent of any Holder and based on an Opinion of Counsel in form and substance
reasonably acceptable to the Indenture Trustee to the effect that such Indenture Supplement is for
one of the purposes set forth in clauses (i) through (vi) below, the Issuer and the Indenture
Trustee, at any time and from time to time, may enter into one or more Indenture Supplements for
any of the following purposes:




          (i) to add to the covenants of the Issuer in this Master Indenture for the benefit of
the Holders of all Equipment Notes then Outstanding, or to surrender any right or power
conferred upon the Issuer in this Master Indenture;



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          (ii) to cure any ambiguity, to correct or supplement any provision in this Master
Indenture which may be inconsistent with any other provision in this Master Indenture;




          (iii) to correct or amplify the description of any property at any time subject to the
Encumbrance of this Master Indenture, or to better assure, convey and confirm unto the
Indenture Trustee any property subject or required to be subject to the Encumbrance of this
Master Indenture, or to subject additional property to the Encumbrance of this Master
Indenture;




          (iv) to add additional conditions, limitations and restrictions thereafter to be
observed by the Issuer;




          (v) if required, to convey, transfer, assign, mortgage or pledge any additional
property to or with the Indenture Trustee; or




          (vi) to evidence the succession of the Indenture Trustee.



          (b) No Indenture Supplement shall be entered into under this Section 9.01 unless (i) each
Rating Agency shall have received prior written notice thereof and, except as set forth in the
proviso at the end of this sentence, the Issuer shall have obtained a Rating Agency Confirmation in
respect thereof; provided, that no such Rating Agency Confirmation shall be required if such
Indenture Supplement shall have been entered into by the Indenture Trustee at the Direction of a
Requisite Majority; and (ii) if applicable, any consent required by Section 10.03 shall have been
obtained..



     Section 9.02 Supplemental Indentures with the Consent of Noteholders.



          (a) With the consent evidenced by a Direction of a Requisite Majority, and, if applicable,
subject to obtaining any consent required by Section 10.03, the Issuer and the Indenture
Trustee may enter into an Indenture Supplement for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Master Indenture or the
Equipment Notes or of modifying in any manner the rights of the Noteholders under this Master
Indenture or the Equipment Notes; provided, however, that no such Indenture Supplement shall,
without the prior written Direction of the Holders of each Outstanding Equipment Note adversely
affected thereby and the Direction of a Requisite Majority for the Equipment Notes then
Outstanding:




          (i) reduce the principal amount of any Equipment Note or the rate of interest thereon,
change the priority of any payments required pursuant to this Master Indenture or amend or
otherwise modify the Flow of Funds except as permitted pursuant to Section 9.02(b),
or the date on which, or the amount of which, or the place of payment where, or the coin or
currency in which, any Equipment Note or the interest thereon is payable, or impair the
right to institute suit for the enforcement of any such payment on or after the Final
Maturity Date thereof;




          (ii) reduce the percentage of Holders of Outstanding Equipment Notes required for (x)
the consent required for delivery of any Indenture Supplement to this



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Master Indenture, (y) the consent required for any waiver of compliance with certain
provisions of this Master Indenture or certain Events of Default hereunder and their
consequences as provided for in this Master Indenture or (z) the consent required to waive
any payment default on the Equipment Notes;




          (iii) modify any provision relating to this Master Indenture which specifies that such
provision cannot be modified or waived without the Direction of the Holder of each
Outstanding Equipment Note affected thereby;




          (iv) modify or alter the definition of the term “Requisite Majority” (including,
without limitation, the percentages therein);




          (v) impair or adversely affect the Collateral except as otherwise permitted in this
Master Indenture;




          (vi) modify or alter the provisions of this Master Indenture relating to mandatory
prepayments;




          (vii) permit the creation of any Encumbrance ranking prior to or on a parity with the
Encumbrance of this Master Indenture with respect to any part of the Collateral or terminate
the Encumbrance of this Master Indenture on any property at any time subject hereto or
deprive the Holder of any Equipment Note of the security afforded by the Encumbrance of this
Master Indenture except as permitted in accordance with this Master Indenture; or




          (viii) modify any of the provisions of this Master Indenture or a Series Supplement in
such a manner as to affect the amount or timing of any payments of interest or principal due
on any Equipment Note.


Prior to the execution of any Indenture Supplement issued pursuant to this Section 9.02,
the Issuer shall provide a written notice to each Rating Agency setting forth in general terms the
substance of any such Indenture Supplement.




          (b) Notwithstanding the foregoing provisions of this Section 9.02, the Issuer, the
Indenture Trustee and, by its acceptance of an Equipment Note, each Noteholder, hereby irrevocably
agrees that, in connection with the appointment and engagement of a Successor Manager and as
contemplated in the last paragraph of the Granting Clauses hereof, the Indenture Trustee acting at
the Direction of the Requisite Majority acting in its sole discretion shall have the right, without
the consent of the Issuer, any Noteholder or any other Person, to increase the Management Fee
and/or pay to the Manager an incentive fee, add the payment of such amounts to and/or change the
priority of distribution of such amounts in, the Flow of Funds and amend this Master Indenture or a
Series Supplement to the extent necessary to effectuate the foregoing.



          (c) Promptly after the execution by the Issuer and the Indenture Trustee of any Indenture
Supplement pursuant to this Section, the Issuer shall mail to the Administrator, the Indenture
Trustee and each Rating Agency, a notice setting forth in general terms the substance of such
Indenture Supplement, together with a copy of the text of such Indenture Supplement.



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Any failure of the Issuer to mail or provide such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such Indenture Supplement.




     Section 9.03 Execution of Indenture Supplements and Series Supplements. In executing,
or accepting the additional terms created by, an Indenture Supplement or Series Supplement
permitted by this Article IX or the modification thereby of the terms created by this Master
Indenture, the Indenture Trustee shall be entitled to receive, and shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such Indenture Supplement or
Series Supplement is authorized or permitted by this Master Indenture. The Indenture Trustee may,
but shall not be obligated to, enter into any such Indenture Supplement or Series Supplement which
affects the Indenture Trustee’s own rights, duties or immunities under this Master Indenture and
any Series Supplement or otherwise.



     Section 9.04 Effect of Indenture Supplements. Upon the execution of any Indenture
Supplement under this Article, this Master Indenture shall be modified in accordance therewith, and
such Indenture Supplement shall form a part of this Master Indenture for all purposes.



     Section 9.05 Reference in Equipment Notes to Supplements. Equipment Notes
authenticated and delivered after the execution of any Indenture Supplement or Series Supplement
pursuant to this Article may, and shall if required by the Issuer, bear a notation in form as to
any matter provided for in such Indenture Supplement or Series Supplement. If the Issuer shall so
determine, new Equipment Notes so modified as to conform may be prepared and executed by the Issuer
and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Equipment
Notes.



     Section 9.06 Issuance of Additional Series of Equipment Notes. The Issuer may from
time to time issue one or more Additional Series of Equipment Notes pursuant to a Series Supplement
executed by the Issuer and the Indenture Trustee that will specify the Principal Terms of such
Series. The terms of such Series Supplement may modify or amend the terms of this Master Indenture
solely as applied to such Series. No Series Supplement may amend this Master Indenture (or a
related Series Supplement) as applicable to any other Series except with the consent of the Control
Party for each other Series and in accordance with the terms of this Master Indenture. A Series
Supplement may contain special or additional voting requirements that apply with respect to
amendments or waivers of or under such Series Supplement, or to matters arising under this Master
Indenture as to which Noteholders of such Series are entitled to vote, provided that no such
requirement may be inconsistent with the requirements of this Master Indenture. Any Additional
Series (or Class thereof) will be issued as a term Series or Class, i.e., it will have a
predetermined, fixed or scheduled principal amortization established in the related Series
Supplement. Additional Series may be issued for the purpose of financing the Issuer’s acquisition
of additional Railcars and Leases, for the purpose of refinancing one or more preexisting Series
(in whole and not in part) for the purpose of raising additional funds for the Issuer or a
combination of the foregoing purposes.



     The ability of the Issuer to issue such Additional Series and the obligation of the Indenture
Trustee to authenticate and deliver the Equipment Notes of such Additional Series and to execute
and deliver the related Series Supplement is subject to the satisfaction of the following
conditions:



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          (a) the Issuer shall have given the Indenture Trustee, the Manager, each Rating Agency and
each other party entitled thereto pursuant to the relevant Series Supplement notice of the
Additional Series and the proposed Series Issuance Date;



          (b) the Issuer shall have obtained Rating Agency Confirmation with respect to such Additional
Series and each other Series of Equipment Notes then Outstanding;



          (c) no Manager Termination Event, Event of Default or Early Amortization Event shall have
occurred and be continuing at the time of the issuance of such Additional Series, and no Manager
Termination Event, Event of Default or Early Amortization Event would occur as a result of closing
the transactions associated with the issuance of such Additional Series;



          (d) no Additional Interest shall be due and owing, and all scheduled amortization payments on
all Outstanding Series due at or before the date of the issuance of such Additional Series shall
have been made as of the date of issuance of such Additional Series;



          (e) the issuance of such Additional Series shall not result in noncompliance with the
Concentration Limits;



          (f) the Issuer shall have delivered to the Indenture Trustee, on or prior to the date of
issuance of such Additional Series of Notes:




          (i) an original copy of the Series Supplement for such Additional Series, duly executed
by the Issuer;




          (ii) a copy of the Assigned Agreements for such Additional Series, duly executed by
each party thereto;




          (iii) one or more officer’s certificates, duly executed by a responsible officer and
providing for such certifications and other matters as the Indenture Trustee shall
reasonably require; and




          (iv) one or more opinions of counsel, duly executed by counsel to the Issuer and
providing for such matters as the Indenture Trustee shall reasonably require, including
without limitation, an opinion from tax counsel to the Issuer (which opinion may rely, as to
factual matters, on a certificate of a Person whose duties relate to the matters being
certified) to the effect that, for U.S. federal income tax purposes, (a) such action will
not cause any Equipment Note of any Outstanding Series or Class for which an opinion of
counsel to the Issuer was rendered in connection with the original issuance of such
Equipment Note to the effect that such Equipment Note is treated as debt for U.S. federal
income tax purposes, to be characterized as other than debt, and (b) such action will not
cause the Issuer to be treated as an association (or publicly traded partnership) taxable as
a corporation;



          (g) while any other Series is Outstanding, any issuance of an Additional Series will be
subject to the additional condition that the Book LTV Ratio immediately after the



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acquisition of additional Railcars with the proceeds of issuance of such Additional Series
shall not be greater than the Book LTV Ratio as of the Initial Closing Date; and




          (h) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate to the
effect that all of the conditions specified in clauses (a) through (g), as applicable, above have
been satisfied.



          Upon satisfaction of the above conditions, the Indenture Trustee shall execute the Series
Supplement and authenticate and deliver the Equipment Notes of such Additional Series.



ARTICLE X




MODIFICATION AND WAIVER



     Section 10.01 Modification and Waiver with Consent of Holders. In the event that the
Indenture Trustee receives a request for its consent to an amendment, modification or waiver under
this Master Indenture, the Equipment Notes or any Operative Agreement relating to the Equipment
Notes, the Indenture Trustee shall mail a notice of such proposed amendment, modification or waiver
to each Noteholder asking whether or not to consent to such amendment, modification or waiver if
such Noteholder’s consent is required pursuant to this Master Indenture; provided that any
amendment, modification or waiver of the provisions described in Section 9.02 hereof is not
permitted without the consent of each Noteholder required thereby; provided further, however, that
any Event of Default may be waived in accordance with Section 4.04 hereof. The foregoing,
however, shall not prevent the Issuer from amending any Lease of a Railcar, provided that such
amendment is otherwise permitted by this Master Indenture and the Management Agreement.



     It shall not be necessary for the consent of the Holders under this Section 10.01 to
approve the particular form of any proposed amendment, modification or waiver, but it shall be
sufficient if such consent approves the substance thereof. Any such amendment, modification or
waiver approved by the Direction of a Requisite Majority (and, if applicable, as to which Rating
Agency Confirmation is given) will be binding on all Noteholders.



     The Issuer shall give each Rating Agency prior notice of any amendment under this Section
10.01 and any amendments of its constitutive documents by the Issuer, and, after an amendment
under this Section 10.01 becomes effective, the Issuer shall mail to the Holders and each
Rating Agency a notice briefly describing such amendment. Any failure of the Issuer to mail such
notice, or any defect therein, shall not, however, in any way impair or affect the validity of any
such amendment.



     After an amendment, modification or waiver under this Section 10.01 becomes effective,
it shall bind every Holder, whether or not notation thereof is made on any Equipment Note held by
such Holder.



     Section 10.02 Modification Without Consent of Holders. Subject to Section
9.01 hereof, the Indenture Trustee may agree, without the consent of any Noteholder, to any
modification (other than those referred to in Section 10.01) of any provision of any
Operative Agreement or of the relevant Equipment Notes to correct a manifest error or an error
which is of a formal, minor



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or technical nature. Any such modification shall be notified to the Holders as soon as
practicable thereafter and shall be binding on all the Holders.




     Section 10.03 Consent of Hedge Providers and Liquidity Facility Providers. No
amendment, modification or waiver to this Master Indenture or a Series Supplement shall be
permitted if such amendment, modification or waiver could reasonably be expected to materially
adversely affect a Hedge Provider without the prior written consent of such Hedge Provider. No
amendment, modification or waiver to this Master Indenture or a Series Supplement shall be
permitted if such amendment, modification or waiver could reasonably be expected to materially
adversely affect a Liquidity Facility Provider without the prior written consent of such Liquidity
Facility Provider; provided that if a Liquidity Facility Provider is in default under one or more
of its Liquidity Facility Documents, then (i) Section 3.11 is the only Section of this Master
Indenture that shall be considered for purposes of this Section 10.03 with respect to such
Liquidity Facility Provider’s consent rights and (ii) the only Sections of a Series Supplement, if
any, that shall be considered for purposes of this Section 10.03 with respect to such Liquidity
Facility Provider’s consent rights must be expressly identified as such in that Series Supplement.



     Section 10.04 Subordination and Priority of Payments. The subordination provisions
contained in the Flow of Funds and Article XI hereof may not be amended or modified without the
consent of each Noteholder of the Outstanding Equipment Notes. In no event shall the provisions
set forth in the Flow of Funds relating to the priority of the Service Provider Fees and Operating
Expenses be amended or modified. The foregoing sentences in each case are subject to the
provisions of Section 9.02(b).



     Section 10.05 Execution of Amendments by Indenture Trustee. In executing, or
accepting the additional trusts created by, any amendment or modification to this Master Indenture
permitted by this Article X or Section 3.16(b) or the modifications thereby of the
trusts created by this Master Indenture, the Indenture Trustee shall be entitled to receive, and
shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this Master Indenture.
The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Indenture Trustee’s own rights, duties or immunities under this Master Indenture or
otherwise.



ARTICLE XI




SUBORDINATION



     Section 11.01 Subordination.



          (a) Each Noteholder and Service Provider agrees that its claims against the Issuer for payment
of amounts are (i) subordinate to any claims ranking in priority thereto as set forth in the Flow
of Funds hereof, including any post-petition interest (each such prior claim, a “Senior Claim”),
which subordination shall continue until the holder of such Senior Claim (a “Senior Claimant”), or
the Indenture Trustee on its behalf, has received the full cash amount of such Senior Claim, and
(ii) limited in any event to the amount of funds available to the Issuer under the Flow of Funds.
Any amounts not paid by the Issuer as a result of the limitation in



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clause (ii) of the foregoing sentence shall not constitute a “claim” against the Issuer for
purposes of Section 101 of the Bankruptcy Code. Each Noteholder and Service Provider is also
obligated to hold for the benefit of the Senior Claimant any amounts received by such Noteholder or
Servicer Provider, as the case may be, which, under the terms of this Master Indenture, should have
been paid to or on behalf of the Senior Claimant and to pay over such amounts to the Indenture
Trustee for application as provided in the Flow of Funds. Each Noteholder also agrees to execute
and deliver such instruments and documents, and take all further action, that a Senior Claimant may
reasonable request in order to effectuate the above. Each Noteholder’s right with respect to any
Collateral shall be subordinated to the rights of Senior Claimants. Amounts deposited in any
Indenture Account for a defeasance of the Equipment Notes or for an Optional Redemption of the
Equipment Notes will not be subject to the foregoing subordination provisions. For the avoidance
of doubt, this paragraph is not intended to limit the rights of Hedge Providers to receive payments
other than in accordance with the Flow of Funds pursuant to Sections 3.08(c), 3.11(c), 3.14 and
3.16 of this Master Indenture.




          (b) If any Senior Claimant receives any payment in respect of any Senior Claim which is
subsequently invalidated, declared preferential, set aside and/or required to be repaid to a
trustee, receiver or other party, then, to the extent such payment is so invalidated, declared
preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and
continue in full force and effect, and shall be entitled to the benefits of this Article XI, all as
if such payment had not been received.



          (c) Each Noteholder, by its acceptance of an Equipment Note, and each other payee pursuant to
the Flow of Funds, by entering into the Operative Agreement to which it is a party, authorizes and
expressly directs the Indenture Trustee on its behalf to take such action as may be necessary or
appropriate to effectuate the subordination provided in this Article XI, and appoints the Indenture
Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding
up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of creditors or
otherwise) any actions tending towards liquidation of the property and assets of the Issuer or the
filing of a claim for the unpaid balance of its Equipment Notes in the form required in those
proceedings.



          (d) No right of any holder of any Senior Claim to enforce the subordination of any
subordinated claim shall be impaired by an act or failure to act by the Issuer or the Indenture
Trustee or by any failure by either the Issuer or the Indenture Trustee to comply with this Master
Indenture, unless such failure shall materially prejudice the rights of the subordinated claimant.



          (e) Each Noteholder, by accepting an Equipment Note, and each other payee pursuant to the Flow
of Funds, by entering into the Operative Agreement to which it is a party, acknowledges and agrees
that the foregoing subordination provisions are, and are intended to be, an inducement and a
consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired
before or after the issuance of such holder’s claim, to acquire and continue to hold such Senior
Claim and such holder of any Senior Claim shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold such Senior Claim.



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          (f) The Noteholders of each Series shall have the right to receive, to the extent necessary to
make the required payments with respect to the Equipment Notes of such Series at the times and in
the amounts specified herein and in the related Series Supplement, (i) the portion of Collections
allocable to Noteholders of such Series pursuant to this Master Indenture and the related Series
Supplement, (ii) funds on deposit in the Liquidity Reserve Account allocated in accordance with the
terms of this Master Indenture and the related Series Supplement and (iii) funds on deposit in any
Series Account for such Series. Each Noteholder, by acceptance of its Equipment Notes, (x)
acknowledges and agrees that except as expressly provided herein and in a Series Supplement, the
Noteholders of a Series shall not have any interest in any Series Account for the benefit of any
other Series (to the extent amounts were deposited therein in accordance with the Operative
Agreements), and (y) ratifies and confirms the terms of this Master Indenture and the Operative
Agreements executed in connection with such Noteholder’s Series. With respect to each Collection
Period, Collections on deposit in the Collections Account will be allocated to each Series then
Outstanding in accordance with the Flow of Funds and the related Series Supplements.



ARTICLE XII




DISCHARGE OF INDENTURE; DEFEASANCE



     Section 12.01 Discharge of Liability on the Equipment Notes; Defeasance.



          (a) When (i) the Issuer delivers to the Indenture Trustee all Outstanding Equipment Notes
(other than Equipment Notes replaced pursuant to Section 2.08 hereof) for cancellation or (ii) all
Outstanding Equipment Notes have become due and payable, whether at maturity or as a result of the
mailing of a Redemption Notice pursuant to Section 3.16(a) hereof and the Issuer irrevocably
deposits in the Redemption/Defeasance Account funds sufficient to pay at maturity, or upon Optional
Redemption of, all Outstanding Equipment Notes, including interest thereon to maturity or the
Redemption Date (other than Equipment Notes replaced pursuant to Section 2.08), and if in either
case the Issuer pays all other sums payable hereunder by the Issuer including any premium, then
this Master Indenture shall, subject to Section 12.01(c), cease to be of further effect. The
Indenture Trustee shall acknowledge satisfaction and discharge of this Master Indenture on demand
of the Issuer accompanied by an Officer’s Certificate and an opinion of counsel, at the cost and
expense of the Issuer, to the effect that any conditions precedent to a discharge of this Master
Indenture have been met.



          (b) Subject to Sections 12.01(c) and 12.02, the Issuer at any time may terminate (i) all its
obligations under the Equipment Notes or any Class or Series of Equipment Notes and this Master
Indenture (the “legal defeasance” option) or (ii) its obligations under Sections 5.02, 5.03, 5.04
and 4.01 (other than with respect to a failure to comply with Sections 4.01(a), 4.01(b), 4.01(e)
(only with respect to the Issuer) and 4.01(f) (only with respect to the Issuer)) (the “covenant
defeasance” option). The Issuer may exercise its legal defeasance option notwithstanding its prior
exercise of its covenant defeasance option.



          If the Issuer exercises its legal defeasance option, payment of any Equipment Notes subject to
such legal defeasance may not be accelerated because of an Event of Default. If the Issuer
exercises its covenant defeasance option, payment of the Equipment Notes may not be



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accelerated because of an Event of Default (other than with respect to a failure to comply
with Section 5.02(j), 4.01(a), 4.01(b), 4.01(e) and 4.01(f)).




          Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the
Indenture Trustee shall acknowledge in writing the discharge of those obligations that the Issuer
terminates.



          (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.01,
2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 5.02(j), Article VI, Sections 8.01, 12.04, 12.05
and 12.06 shall survive until all the Equipment Notes have been paid in full. Thereafter, the
Issuer’s obligations in Sections 8.01, 12.04, 12.05 and 13.07 shall survive.



     Section 12.02 Conditions to Defeasance. The Issuer may exercise its legal defeasance
option or its covenant defeasance option only if:



          (a) The Issuer irrevocably deposits in trust in the Redemption/Defeasance Account any one or
any combination of (A) money, (B) obligations of, and supported by the full faith and credit of,
the U.S. Government (“U.S. Government Obligations”) or (C) obligations of corporate issuers
(“Corporate Obligations”) (provided that any such Corporate Obligations are rated AA+, or the
equivalent, or higher, by each Rating Agency at such time and shall not have a maturity of longer
than three (3) years from the date of defeasance) for the payment of all principal, premium, if
any, and interest to maturity or redemption on the Class (or Series) of Equipment Notes being
defeased;



          (b) the Issuer delivers to the Indenture Trustee a certificate from a nationally recognized
firm of independent accountants expressing their opinion that the payments of principal and
interest when due and without reinvestment on the deposited U.S. Government Obligations or the
Corporate Obligations plus any deposited money without investment will provide cash at such times
and in such amounts as will be sufficient to pay principal and interest when due and interest to
maturity or redemption on the Class (or Series) of the Equipment Notes being defeased;



          (c) 91 days pass after the deposit described in clause (a) above is made and during the 91-day
period no Event of Default specified in Section 4.01(f) or (g) with respect to the Issuer occurs
which is continuing at the end of the period;



          (d) the deposit described in clause (a) above does not constitute a default under any other
agreement binding on the Issuer;



          (e) the Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit described in clause (a) does not constitute, or is qualified as, a
regulated investment company under the Investment Company Act of 1940, as amended;



          (f) the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the
effect that the Noteholders will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of such defeasance and will be subject to U.S. federal income tax



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on the same amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred;




          (g) if the related Equipment Notes are then listed on any securities exchange, the Issuer
delivers to the Indenture Trustee an Opinion of Counsel to the effect that such deposit, defeasance
and discharge will not cause such Equipment Notes to be delisted;



          (h) the Issuer has obtained a Rating Agency Confirmation relating to the defeasance
contemplated by this Section 12.02;



          (i) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and discharge of the
Equipment Notes as contemplated by this Article XII have been complied with; and



          (j) the Issuer shall only defease the Equipment Notes of a Class in their entirety, not
partially.



     Section 12.03 Application of Trust Money. The Indenture Trustee shall hold in trust
in the Redemption/Defeasance Account money, U.S. Government Obligations or Corporate Obligations
deposited with it pursuant to this Article XII. It shall apply the deposited money and the money
from U.S. Government Obligations or Corporate Obligations in accordance with this Master Indenture
and the applicable Series Supplements to the payment of principal, premium, if any, and interest on
the applicable Equipment Notes. Money and securities so held in trust are not subject to Article X
hereof.



     Section 12.04 Repayment to the Issuer. The Indenture Trustee shall promptly turn over
to the Issuer upon request any excess money or securities held by it at any time. Subject to any
applicable abandoned property law, the Indenture Trustee shall pay to the Issuer upon written
request any money held by it for the payment of principal or interest that remains unclaimed for
two (2) years and, thereafter, Noteholders entitled to the money must look to the Issuer for
payment as general creditors. Such unclaimed funds shall remain uninvested and in no event shall
the Indenture Trustee be liable for interest on such unclaimed funds.



     Section 12.05 Indemnity for Government Obligations and Corporate Obligations. The
Issuer shall pay and shall indemnify the Indenture Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or Corporate Obligations, or
the principal and interest received on such U.S. Government Obligations or Corporate Obligations.



     Section 12.06 Reinstatement. If the Indenture Trustee is unable to apply any money or
U.S. Government Obligations or Corporate Obligations in accordance with this Article XII (and the
applicable Series Supplements) by reason of any legal proceeding or by reason of any order or
judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s obligations under this Master Indenture and the applicable Series
Supplements and the Equipment Notes shall be revived and reinstated as though no deposit had
occurred pursuant to this Article XII until such time as the Indenture Trustee is permitted to
apply all such money, U.S. Government Obligations or Corporate Obligations in accordance with this
Article XII, the applicable Series Supplements and the



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applicable Equipment Notes; provided, however, that, if the Issuer has made any payment of
interest on or principal of any Equipment Notes because of the reinstatement of its obligations,
the Issuer shall be subrogated to the rights of the Holders of such Equipment Notes to receive such
payment from the money, U.S. Government Obligations or Corporate Obligations held by the Indenture
Trustee.




ARTICLE XIII




MISCELLANEOUS



     Section 13.01 Right of Indenture Trustee to Perform. If the Issuer for any reason
fails to observe or punctually to perform any of its obligations to the Indenture Trustee, whether
under this Master Indenture and any Series Supplement or any of the other Operative Agreements or
otherwise, the Indenture Trustee shall have power (but shall have no obligation), on behalf of or
in the name of the Issuer or otherwise, to perform such obligations and to take any steps which the
Indenture Trustee may, in its absolute discretion, consider appropriate with a view to remedying,
or mitigating the consequences of, such failure by the Issuer; provided that no exercise or failure
to exercise this power by the Indenture Trustee shall in any way prejudice the Indenture Trustee’s
other rights under this Master Indenture and any Series Supplement or any of the other Operative
Agreements.



     Section 13.02 Waiver. Any waiver by any party of any provision of this Master
Indenture or any right, remedy or option hereunder shall only prevent and estop such party from
thereafter enforcing such provision, right, remedy or option if such waiver is given in writing and
only as to the specific instance and for the specific purpose for which such waiver was given. The
failure or refusal of any party hereto to insist in any one or more instances, or in a course of
dealing, upon the strict performance of any of the terms or provisions of this Master Indenture by
any party hereto or the partial exercise of any right, remedy or option hereunder shall not be
construed as a waiver or relinquishment of any such term or provision, but the same shall continue
in full force and effect. No failure on the part of the Indenture Trustee to exercise, and no
delay on its part in exercising, any right or remedy under this Master Indenture and any Series
Supplement will operate as a waiver thereof, nor will any single or partial exercise of any right
or remedy preclude any other or further exercise thereof or the exercise of any other right or
remedy. The rights and remedies provided in this Master Indenture are cumulative and not exclusive
of any rights or remedies provided by law.



     Section 13.03 Severability. In the event that any provision of this Master Indenture
or the application thereof to any party hereto or to any circumstance or in any jurisdiction
governing this Master Indenture shall, to any extent, be invalid or unenforceable under any
applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to
the extent that it is invalid or unenforceable and the remainder of this Master Indenture, and the
application of any such invalid or unenforceable provision to the parties, jurisdictions or
circumstances other than to whom or to which it is held invalid or unenforceable, shall not be
affected thereby nor shall the same affect the validity or enforceability of this Master Indenture.
The parties hereto further agree that the holding by any court of competent jurisdiction that any
remedy pursued by the Indenture Trustee hereunder is unavailable or unenforceable shall not affect
in any way the ability of the Indenture Trustee to pursue any other remedy available to it.



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     Section 13.04 Notices. All notices, demands, certificates, requests, directions,
instructions and communications hereunder (“Notices”) shall be in writing and shall be effective
(a) upon receipt when sent through the mails, registered or certified mail, return receipt
requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the
return receipt, or (b) one Business Day after delivery to an overnight courier, or (c) on the date
personally delivered to an authorized officer of the party to which sent, or (d) on the date
transmitted by legible telecopier transmission with a confirmation of receipt, in all cases
addressed to the recipient as follows:


if to the Issuer, to:



TRIP Rail Master Funding LLC

c/o Trinity Industries Leasing Company, as Manager

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Lance Davis, Director of Finance

Facsimile: (214) 589-8271

Confirmation Number: (214) 589-8735



with a copy to:



Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Legal Department

Facsimile: (214) 589-8824

Confirmation Number: (214) 631-4420



if to the Administrator, to:



Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Lance Davis, Director of Finance

Facsimile: (214) 589-8271

Confirmation Number: (214) 589-8735



with a copy to:



Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Legal Department

Facsimile: (214) 589-8824

Confirmation Number: (214) 631-4420







99









 







if to the Indenture Trustee, the Note Registrar or the Paying Agent,

to:



Wilmington Trust Company

1100 North Market Street

Wilmington, Delaware 19890-1605

Facsimile: (302) 636-4140

Telephone: (302) 636-6000

Attention: Corporate Trust Administration

Re: TRIP Rail Master Funding LLC



if to the Manager, to:



Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Lance Davis, Director of Finance

Facsimile: (214) 589-8271

Confirmation Number: (214) 589-8735



with a copy to:



Trinity Industries Leasing Company

2525 Stemmons Freeway

Dallas, TX 75207

Attention: Legal Department

Facsimile: (214) 589-8824

Confirmation Number: (214) 631-4420



if to a Hedge Provider, to:



the address specified in the applicable Series Supplement



if to a Liquidity Facility Provider, to:



the address specified in the applicable Series Supplement



if to a Rating Agency, to:



the address specified in the applicable Series Supplement.




     Section 13.05 Assignments. This Master Indenture shall be a continuing obligation of
the Issuer and shall (i) be binding upon the Issuer and its successors and assigns and (ii) inure
to the benefit of and be enforceable by the Indenture Trustee, and by its successors, transferees
and assigns. The Issuer may not assign any of its obligations under this Master Indenture or any
Series Supplement, or delegate any of its duties hereunder.



100









 





     Section 13.06 Currency Conversion.



          (a) If any amount is received or recovered by the Administrator, the Manager or the Indenture
Trustee in respect of this Master Indenture or any part thereof (whether as a result of the
enforcement of the security created under this Master Indenture and any Series Supplement or
pursuant to this Master Indenture or any judgment or order of any court or in the liquidation or
dissolution of the Issuer or by way of damages for any breach of any obligation to make any payment
under or in respect of the Issuer’s obligations hereunder or any part thereof or otherwise) in a
currency (the “Received Currency”) other than the currency in which such amount was expressed to be
payable (the “Agreed Currency”), then the amount in the Received Currency actually received or
recovered by the Indenture Trustee shall, to the fullest extent permitted by Applicable Law, only
constitute a discharge to the Issuer to the extent of the amount of the Agreed Currency which the
Administrator, the Manager or the Indenture Trustee was or would have been able in accordance with
its normal procedures to purchase on the date of actual receipt or recovery (or, if that is not
practicable, on the next date on which it is so practicable), and, if the amount of the Agreed
Currency which the Administrator, the Manager or the Indenture Trustee is or would have been so
able to purchase is less than the amount of the Agreed Currency which was originally payable by the
Issuer, the Issuer shall pay to the Administrator, the Manager or the Indenture Trustee such amount
as the Administrator, Manager or the Indenture Trustee shall determine to be necessary to indemnify
such Person against any Loss sustained by it as a result (including the cost of making any such
purchase and any premiums, commissions or other charges paid or incurred in connection therewith)
and so that such indemnity, to the fullest extent permitted by Applicable Law, (i) shall constitute
a separate and independent obligation of the Issuer distinct from its obligation to discharge the
amount which was originally payable by the Issuer and (ii) shall give rise to a separate and
independent cause of action and apply irrespective of any indulgence granted by the Administrator,
the Manager or the Indenture Trustee and continue in full force and effect notwithstanding any
judgment, order, claim or proof for a liquidated amount in respect of the amount originally payable
by the Issuer or any judgment or order and no proof or evidence of any actual loss shall be
required.



          (b) For the purpose of or pending the discharge of any of the moneys and liabilities hereby
secured the Administrator and the Manager may convert any moneys received, recovered or realized by
the Administrator or the Manager, as the case may be, under this Master Indenture and any Series
Supplement (including the proceeds of any previous conversion under this Section 13.06) from their
existing currency of denomination into the currency of denomination (if different) of such moneys
and liabilities and any conversion from one currency to another for the purposes of any of the
foregoing shall be made at the Indenture Trustee’s then prevailing spot selling rate at its office
by which such conversion is made. If not otherwise required to be applied in the Received
Currency, the Administrator or the Manager, as the case may be, acting on behalf of the Indenture
Trustee, shall promptly convert any moneys in such Received Currency other than Dollars into
Dollars. Each previous reference in this Section to a currency extends to funds of that currency
and funds of one currency may be converted into different funds of the same currency.



     Section 13.07 Application to Court. The Indenture Trustee may at any time after the
service of a Default Notice apply to any court of competent jurisdiction for an order that the



101









 




terms of this Master Indenture be carried into execution under the direction of such court and
for the appointment of a receiver of the Collateral or any part thereof and for any other order in
relation to the administration of this Master Indenture as the Requisite Majority shall deem fit
and it may assent to or approve any application to any court of competent jurisdiction made at the
instigation of any of the Noteholders and shall be indemnified by the Issuer against all costs,
charges and expenses incurred by it in relation to any such application or proceedings.




     Section 13.08 Governing Law. THIS MASTER INDENTURE SHALL IN ALL RESPECTS BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401
AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF
LAWS PRINCIPLES.



     Section 13.09 Jurisdiction.



          (a) Each of the parties hereto agrees that the United States federal and New York State courts
located in The City of New York shall have jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes, which may arise out of or in connection with this Master
Indenture and, for such purposes, submits to the jurisdiction of such courts. Each of the parties
hereto waives any objection which it might now or hereafter have to the United States federal or
New York State courts located in The City of New York being nominated as the forum to hear and
determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in
connection with this Master Indenture and agrees not to claim that any such court is not a
convenient or appropriate forum.



          (b) The submission to the jurisdiction of the courts referred to in Section 13.09(a) shall not
(and shall not be construed so as to) limit the right of the Indenture Trustee to take proceedings
against the Issuer in any other court of competent jurisdiction nor shall the taking of proceedings
in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction,
whether concurrently or not.



          (c) Each of the parties hereto hereby consents generally in respect of any legal action or
proceeding arising out of or in connection with this Master Indenture to the giving of any relief
or the issue of any process in connection with such action or proceeding, including the making,
enforcement or execution against any property whatsoever (irrespective of its use or intended use)
of any order or judgment which may be made or given in such action or proceeding.



     Section 13.10 Counterparts. This Master Indenture may be executed in two or more
counterparts by the parties hereto, and each such counterpart shall be considered an original and
all such counterparts shall constitute one and the same instrument.



     Section 13.11 No Petition in Bankruptcy. The Indenture Trustee agrees, and each
Noteholder shall be deemed to have agreed, that, prior to the date which is one year and one day
after the payment in full of all outstanding Equipment Notes, neither the Indenture Trustee nor any
Noteholder shall institute against, or join any other Person in instituting against, the Issuer an



102









 




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.




     Section 13.12 Table of Contents, Headings, Etc. The Table of Contents and headings of
the Articles and Sections of this Master Indenture have been inserted for convenience of reference
only, are not to be considered a part hereof and shall in no way modify or restrict any of the
terms and provisions hereof.



[SIGNATURE PAGES FOLLOW]




103









 





     IN WITNESS WHEREOF, the parties hereto have caused this Master Indenture to be duly executed,
all as of the date first written above.



	 	 	 	 	 
	 	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:  	Cary Lance Davis 	 
	 	 	Title:  	Vice President 	 



S-1









 






	 	 	 	 	 



	 	 	 	 	 
	 	WILMINGTON TRUST COMPANY,

not in its individual capacity but solely as

Indenture Trustee (and as securities

intermediary as described herein)

 	 
	 	By:  	/s/ Jose L. Paredes
 	 
	 	 	Name:  	Jose L. Paredes 	 
	 	 	Title:  	Assistant Vice President 	 
	 




S-2











 





Annex A to Master Indenture: Defined Terms




     “144A Book-Entry Note” means an Equipment Note sold in reliance on Rule 144A,
represented by a single permanent global note in fully registered form, without coupons, the form
of which shall be substantially in the form of the applicable Equipment Note Form for such
Equipment Note, with the legends required by Section 2.02 hereof for a 144A Book-Entry Note
inscribed thereon and with such changes therein and such additional information as may be specified
in the Series Supplement pursuant to which such Equipment Note is issued.



     “AAR” means the Association of American Railroads or any successor thereto.



     “Account Administration Agreement” means the Customer Collections Account
Administration Agreement, dated as of November 12, 2003, by and among the various beneficiary
parties thereto from time to time, TILC and WTC (and as the same may be amended, supplemented,
restated, amended and restated or modified from time to time).



     “Account Collateral Agent” means the “Account Collateral Agent” under and as defined
in the Account Administration Agreement, initially WTC.



     “Accounts” means all “accounts” as defined in Article 9 of the UCC, whether due or to
become due, whether or not the right of payment has been earned by performance, and whether now
owned or hereafter acquired or arising in the future, including Accounts Receivable from Affiliates
of the Issuer.



     “Accounts Receivable” means all rights to payment, whether or not earned by
performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of,
or services rendered or to be rendered, including, without limitation, all such rights constituting
or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Property,
together with all of the Issuer’s right, title and interest, if any, in any goods or other property
giving rise to such right to payment, including any rights to stoppage in transit, replevin,
reclamation and resales, and all related security interests, Encumbrances and pledges, whether
voluntary or involuntary, in each case whether now existing or owned or hereafter arising or
acquired, and all Supporting Obligations related to the foregoing and all Accounts Receivable
Records.



     “Accounts Receivable Records” means (a) all original copies of all documents,
instruments or other writings or electronic records or other records evidencing the Accounts
Receivable, (b) all books, correspondence, credit or other files, records, ledger sheets or cards,
invoices, and other papers relating to Accounts Receivable, including, without limitation, all
tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other
papers and documents relating to the Accounts Receivable, whether in the possession or under the
control of the Issuer or any computer bureau or agent from time to time acting for the Issuer or
otherwise, (c) all evidences of the filing of financing statements and the registration of other
instruments in connection therewith, and amendments, supplements or other modifications thereto,
notices to other creditors or lenders, and certificates, acknowledgments, or other



ANNEX A




Page 1









 







writings, including, without limitation, lien search reports, from filing or other registration
officers, (d) all credit information, reports and memoranda relating thereto and (e) all other
written, electronic or other non-written forms of information related in any way to the foregoing
or any Accounts Receivable.




     “Act” has the meaning, with respect to any Noteholder, given to such term in Section
1.04(a) hereof.



     “Additional Contributions” means any equity contributions made to the Issuer by or
through its sole member, the proceeds of which are used, in substantial part, to acquire Additional
Railcars or to fund Optional Modifications.



     “Additional Inspection” has the meaning given to such term in Section 5.04(z)(iii) of
the Master Indenture.



     “Additional Interest” means, with respect to a Series of Equipment Notes or any Class
thereof, interest at the Stated Rate on the aggregate amount of any unpaid interest that is due
and payable on the Equipment Notes of such Series or Class (including any unpaid portion of the
Stated Interest Amount and any Additional Interest Amount).



     “Additional Interest Amount” with respect to a Series of Equipment Notes or any Class
thereof, an amount equal to the Additional Interest on the aggregate amount of unpaid interest
(including any unpaid portion of any Stated Interest Amounts and any Additional Interest Amount)
that was due and payable on the Equipment Notes of such Series or Class on any prior Payment Date.



     “Additional Notes” means the Equipment Notes evidencing any Additional Series issued
by the Issuer from time to time subsequent to the Initial Closing Date.



     “Additional Railcar” means each Railcar acquired by the Issuer (other than the
Railcars identified on a schedule to the Series Supplement for the Initial Equipment Notes)
subsequent to the Initial Closing Date in accordance with the conditions set forth in Section
5.03(b) hereof.



     “Additional Series” means any Series issued by Issuer subsequent to the Initial
Closing Date pursuant to a Series Supplement.



     “Adjusted Value” means, for any individual Railcar as of any date of determination,
(a) the Initial Appraised Value of such Railcar, adjusted downward as of each Payment Date after
the Delivery Date of such Railcar due to depreciation at the greater of (i) the amount of
depreciation determined based on straight line depreciation from the date of manufacture using an
assumed 35-year useful life (25 years for autoracks) to a “10%” assumed residual/salvage value and
(ii) the amount of depreciation that would be calculated under any subsequent depreciation
methodology or general practice of marking down asset values attributable to a change in Trinity’s
corporate policy and practice after the Initial Closing Date (a “Depreciation Change”), plus (b)
the cost of any Optional Modification or Required Modification, to the extent that Trinity on its
books of account would properly add such cost to the book value of such Railcar in accordance with
U.S. GAAP, with the amount of such cost so added pursuant to this clause (b) to be depreciated in
the same manner following its incurrence and addition to book.



ANNEX A





Page 2









 








Following the receipt of all proceeds and third party payments associated with a casualty
event with respect to a Railcar, its Adjusted Value will be deemed to be zero.




     “Administrative Services Agreement” means the Administrative Services Agreement, dated
as of the Initial Closing Date, between the Administrator and the Issuer, or any replacement
administrative services agreement with a replacement Administrator.



     “Administrator” means TILC, in its capacity as administrator under the Administrative
Services Agreement, including its successors in interest and permitted assigns, until another
Person shall have become the administrator under such agreement, after which “Administrator” shall
mean such other Person.



     “Administrator Fee” means, for any Payment Date, the compensation payable to the
Administrator on such Payment Date in accordance with the terms of, and designated as such in, the
Administrative Services Agreement.



     “Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with, such Person or is a
director or officer of such Person; “control” of a Person means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of such Person,
whether through the ownership of voting Stock, by contract or otherwise.



     “After-Tax Basis” means, with respect to any payment due to any Person, the amount of
such payment supplemented by a further payment or payments so that the sum of all such payments,
after reduction for all Taxes payable by such Person by reason of the receipt or accrual of such
payments, shall be equal to the payment due to such Person.



     “Aggregate Adjusted Borrowing Value” means, as of any date of determination, an amount
equal to the sum of (i) the Adjusted Values (measured as of the last day of the month immediately
preceding such date of determination) of all Portfolio Railcars, and (ii) the amounts on deposit in
the Optional Reinvestment Account, any Prefunding Accounts and the Mandatory Replacement Account as
of such date.



     “Annual Report” has the meaning given to such term in Section 2.13(a) hereof.



     “Applicable Law” means all applicable laws, rules, statutes, ordinances, regulations
and orders of Governmental Authorities, including, without limitation, the applicable laws, rules,
regulations and orders of any Railroad Authority.



     “Appraisal” means a desktop appraisal of a Railcar, i.e. an appraisal without a
physical inspection of a Railcar, dated within 60 days of the applicable Delivery Date of such
Railcar by the applicable Appraiser to determine the Initial Appraised Value of such Railcar, and,
if such Delivery Date is not a Closing Date, considering substantially similar factors in such
determination as were considered in the Appraisal delivered in connection with the most recent
Closing Date (or, if obtaining an Appraisal addressing such factors is no longer commercially
feasible as a result of changes in market practice of railcar appraisers, then an appraisal that
considers such factors in the valuation determination as are then commercially feasible to obtain
in light of railcar appraisal market practices at that time).



ANNEX A





Page 3









 








     “Appraiser” means RailSolutions, Inc., or such other independent railcar appraiser
that is of comparable standing and reputation as determined in the good faith judgment of the
Manager.



     “Asset Transfer Agreement” means any asset transfer agreement between the Issuer and
one or more sellers of Railcars, in form and substance satisfactory to the Issuer and the
applicable seller or sellers party thereto. The intial Asset Transfer Agreement is the Purchase
and Contribution Agreement, dated as of the Initial Closing Date, among the Issuer, TILC and TRIP
Leasing.



     “Assigned Agreements” has the meaning assigned to such term in the Granting Clauses
hereunder.



     “Assignment and Assumption” has the meaning given such term, if applicable, in an
Asset Transfer Agreement.



     “Authorized Agent” means, with respect to the Equipment Notes of any Series, any
authorized Paying Agent or Note Registrar for the Equipment Notes of such Series.



     “Authorized Representative” of any entity means the person or persons authorized to
act on behalf of such entity.



     “Available Collections Amount” means, for any Payment Date, the amount of Collections
in the Collections Account as of the Determination Date for such Payment Date, plus or minus, as
applicable, the aggregate amount of all transfers to be made to or from the Collections Account
pursuant to the Master Indenture or a Hedge Agreement during the period beginning on such
Determination Date and ending on such Payment Date (including transfers from the Liquidity Reserve
Account, the Optional Reinvestment Account, or the Mandatory Replacement Account pursuant to
Sections 3.04, 3.05 and 3.09 hereof, respectively, and including any Manager Advance).



     “Balance” means, with respect to any Indenture Account as of any date, the sum of the
cash deposits in such Indenture Account and the value of any Permitted Investments held in such
Indenture Account as of such date, as determined in accordance with Section 1.02(k) hereof.



     “Bankruptcy Code” means Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §
101 et. seq.



     “Bill of Sale” has the meaning given such term, if applicable, in an Asset Transfer
Agreement.



     “Book-Entry Notes” means the Regulation S Book-Entry Notes and the 144A Book-Entry
Notes.



     “Book LTV Ratio” has the meaning given to such term in paragraph 4(f)
(Collateral—Releases) of the Granting Clause of this Master Indenture.



     “Books and Records” has the meaning given to such term in Section 5.04(z)(i) hereof.



ANNEX A




Page 4









 








     “Books and Records Inspection” has the meaning given to such term in Section
5.04(z)(i) hereof.




     “Business Day” means any day except a Saturday, Sunday or other day on which
commercial banks in New York, New York, Dallas, Texas, or in the location of the principal
corporate trust office of the Indenture Trustee (currently Wilmington, Delaware for WTC as
Indenture Trustee) are authorized by law to close.



     “Cede” means Cede & Co., as nominee for DTC.



     “Chattel Paper” means all “chattel paper” as defined in the UCC.



     “Chattel Paper Original” means that any applicable original Lease Schedule or Rider
and any related amendment or supplement thereto being delivered shall have been designated the sole
original copy thereof by the applicable Lessor (1) adding or affixing, by sticker, stamp or
otherwise, language substantially to the following effect, to the cover page of such Schedule or
Rider: “To the extent, if any, that this Schedule/Rider or any amendment or supplement hereunder
constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in
any applicable jurisdiction), this copy shall constitute the sole original thereof and no security
interest in this Schedule/Rider or amendment or supplement thereto may be created through the
transfer or possession of any counterpart other than this counterpart”; and (2) marking each other
original executed counterpart of such Schedule/Rider and any amendment or supplement thereto in its
possession with the words “DUPLICATE ORIGINAL.”



     “Class” means with respect to a Series, one or more classes of Equipment Notes of such
Series (which class or classes shall be specified by the related Series Supplement) having the same
rights to payment as all other Equipment Notes of such class.



     “Class Account” has the meaning given to such term in Section 3.01(a) hereof.



     “Clearing Agency Participant” means a Person who has an account with Clearstream.



     “Clearstream” means Clearstream Banking, a French société anonyme.



     “Closing Date” means in the case of (i) the Initial Equipment Notes, the Initial
Closing Date, and (ii) any Additional Notes, the relevant Series Issuance Date of such Additional
Notes.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Collateral” has the meaning given such term in the Granting Clause hereof.



     “Collateral Liquidation Notice” means a written Direction from the Requisite Majority
directing the Indenture Trustee to sell the Portfolio Railcars in accordance with Section 4.02(b)
hereof.



     “Collection Period” means, with respect to each Payment Date other than the first
Payment Date, the period commencing on the first day of the calendar month immediately preceding
the month in which such Payment Date occurs and ending on the last day of such



ANNEX A




Page 5









 







calendar month and, in the case of the first Payment Date in respect of a Series, the period
commencing on the Series Issuance Date for such Series and ending on the last day of the first full
calendar month following such Series Issuance Date.







     “Collections” for any period means all amounts (without duplication) received by the
Issuer or by any Person (including without limitation, the Account Collateral Agent) receiving such
amounts on behalf of the Issuer, including, but not limited to, (i) Lease Payments, (ii) amounts
received in respect of claims for damages or in respect of any breach of contract for nonpayment of
the foregoing, (iii) the Net Disposition Proceeds of any Railcar Disposition (except for any
portion of such Net Disposition Proceeds that the Issuer shall direct to be deposited into either
the Mandatory Replacement Account or the Optional Reinvestment Account), (iv) amounts transferred
from the Mandatory Replacement Account or the Optional Reinvestment Account due to a failure to
acquire or fund an Additional Railcar within the Replacement Period; (v) investment income, if any,
on all amounts on deposit in the Indenture Accounts, (vi) any proceeds or other payments received
under the Relative Documents, (vii) any portion of the net cash proceeds of the issuance of
Equipment Notes deposited in the Collections Account on a Closing Date, (viii) net payments
received by the Issuer under Hedge Agreements (other than payments made as, or as proceeds of,
collateral provided by a Hedge Provider pursuant to a credit support annex), and (ix) any other
amounts received by the Issuer, but not including any funds to be applied in connection with an
Optional Redemption and other amounts required to be paid over to any third party pursuant to any
Relative Document.



     “Collections Account” has the meaning given to such term in Section 3.01(a) hereof.



     “Company Inspection” has the meaning given to such term in Section 5.04(z)(i) hereof.



     “Concentration Limits” means, collectively the Mexico Concentration Restriction and
the Customer Concentration Limitation.



     “Control Party” means in respect of any Series of Equipment Notes, unless otherwise
provided in the Series Supplement related to such Series, Holders representing more than fifty
percent (50%) of the then aggregate Outstanding Principal Balance of the Outstanding Equipment
Notes within such Series.



     “Convey” or “Conveyance” has the meaning given such term, if applicable, in an
Asset Transfer Agreement.



     “Corporate Obligations” has the meaning given to such term in Section 12.02(a) hereof.



     “Corporate Trust Office” means, with respect to the Indenture Trustee, the office of
such trustee in the city at which at any particular time its corporate trust business shall be
principally administered and, with respect to the Indenture Trustee on the Initial Closing Date,
shall be Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration Re: TRIP Rail Master Funding LLC, Facsimile No: (302)
636-4140, or at any other time at such other address as the Indenture Trustee may designate from
time to time by notice to the Holders and the Issuer.



ANNEX A




Page 6









 





     “Credit Bankrupt” means a Person which (i) is subject to any bankruptcy or insolvency
proceeding, (ii) is not paying its debts generally as they become due or (iii) has had a custodian
(as defined in the Bankruptcy Code) take charge of all or substantially all of the property of such
Person.




     “Current LTV Ratio” has the meaning given to such term in paragraph 4(f)
(Collateral—Releases) of the Granting Clause of this Master Indenture.



     “Customer Concentration Limitation” means, except in the case of any Permitted Excess
Concentration, that, (a) as of any date of determination, the Adjusted Value of Portfolio Railcars
leased to an individual Lessee that has a rating of at least “BBB-” or “Baa3” from S&P or Moody’s,
respectively (or leased to an Affiliate of such a Person), in the aggregate, does not exceed on
such date seventeen and one-half percent (17.5%) of the aggregate Adjusted Value of the Portfolio
Railcars on such date, and (b) except as contemplated in clause (a) above, as of any date of
determination, the Adjusted Value of Portfolio Railcars leased to an individual Lessee (or leased
to an Affiliate thereof), regardless of rating, in the aggregate, does not exceed on such date
fifteen percent (15%)- of the aggregate Adjusted Value of the Portfolio Railcars on such date. The
Issuer will have the right at any time to obtain Rating Agency Confirmation in respect of a
proposed change to a more lenient Customer Concentration Limitation (i.e., to increase either or
both of the percentages to be greater than the applicable percentage or percentages that are then
in effect pursuant to this definition) and, if Rating Agency Confirmation in respect of such
proposed change is obtained, the more lenient concentration restriction will then apply.



     “Customer Payment Account” means the “Customer Payments Account” described in the
Account Administration Agreement.



     “Customer Payments” has the meaning set forth in the Account Administration Agreement.



     “Debt Service Coverage Ratio” means, with respect to any Payment Date, commencing on
the seventh Payment Date after the Initial Closing Date, the ratio of (i) the sum of the
Collections (excluding net payments owed to the Issuer for the payment of any Hedge Termination
Value) deposited into the Collections Account for each of the six consecutive Collection Periods
ending on the last day of the calendar month immediately preceding such Payment Date, minus the sum
of (x) the amount actually deposited into the Expense Account during such six preceding Collection
Periods, (y) the Service Provider Fees for each of such six preceding Collection Periods and (z)
the amount actually deposited into the Liquidity Reserve Account during such six preceding
Collection Periods, to (ii) the sum of (xx) the aggregate amount of principal payments with respect
to the six consecutive Payment Dates ending on and including such Payment Date required in order to
reduce the aggregate Outstanding Principal Balance of the Equipment Notes of each Series on such
Payment Date to an amount equal to the Scheduled Targeted Principal Balance for such Series for
such Payment Date, plus (yy) the aggregate amount of interest on the Outstanding Equipment Notes of
each Series (excluding Additional Interest) payable on the six consecutive Payment Dates ending on
and including such Payment Date, plus (or minus) (zz) the net payments owed by the Issuer (or owed
to the Issuer) under any Hedge Agreements (other than for the payment of any Hedge Termination
Value) in respect of the six consecutive Payment Dates ending on and including such Payment Date.




ANNEX A





Page
7









 








     “Default” means a condition, event or act which, with the giving of notice or the
lapse of time or both, would constitute an Event of Default.



     “Default Notice” has the meaning given to such term in Section 4.02(a) hereof.




     “Definitive Note” means a note issued in definitive form pursuant to the terms and
conditions of this Master Indenture and the related Series Supplement, the form of which shall be
substantially in the form of the applicable Note Form for such Equipment Note, with the legends
required by Section 2.02 hereof for a Definitive Note inscribed thereon and with such changes
therein and such additional information as may be specified in the Series Supplement pursuant to
which such Equipment Note is issued.



     “Delivery Date” means each date on which any Railcar, together with any Lease related
thereto and all Related Assets (as defined, if applicable, in the applicable Asset Transfer
Agreement), is transferred to the Issuer by the applicable Seller thereof and includes, without
limitation, the Initial Closing Date and each other date (in respect of Additional Railcars) on
which any such transfer occurs.



     “Delivery Schedule” has the meaning assigned to such term, if applicable, in an Asset
Transfer Agreement.



     “Depreciation Change” has the meaning given to such term in the definition of Adjusted
Value.



     “Designated Severability Clause” means, with respect to a Mixed Rider, language to the
effect that the Mixed Rider shall constitute one or more separate and severable leases, with each
such lease being comprised of railcars owned by a single person or entity, and each such lease
shall incorporate the terms of the related master lease agreement and shall be separate and
severable from each other lease made pursuant to such rider and from any other railcars or riders
relating to such master lease agreement.



     “Determination Date” means, with respect to a Payment Date, the last day of the
calendar month prior to the month in which such Payment Date occurs.



     “Direct Participants” means securities brokers and dealers, banks, trust companies and
clearing corporations, and may include certain other organizations which access the DTC system
directly.



     “Direction” has the meaning given to such term in Section 1.04(c) hereof.



     “Dollars” or “$” means the lawful currency of the United States of America.



     “Downgrade Event” is defined in Section 3.15 hereof.



     “DTC” means The Depository Trust Company, a limited purpose trust company organized
under the New York Banking Law, its nominees and their successors.



ANNEX A





Page
8









 








     “DTC Participants” means Euroclear, Clearstream or other Persons who have accounts
with DTC.



     “Early Amortization Event” means, as of any Payment Date, the existence of any one or
more of the following events or conditions, unless it has been cured (or unless it has been waived
by the Indenture Trustee at the Direction of a Requisite Majority):





     (a) a Manager Termination Event;




     (b) the number of Portfolio Railcars that are subject to a Lease is less than 80% of
the total number of Portfolio Railcars; or




     (c) the Debt Service Coverage Ratio is less than 1.05; for the avoidance of doubt, an
Early Amortization Event pursuant to this clause (c) shall terminate on the next upcoming
Payment Date as of which the Debt Service Coverage Ratio at least equals 1.05.




     Notwithstanding the foregoing, an Early Amortization Event arising out of the Debt
Service Coverage Ratio’s being less than 1.05 will be deemed to continue for the next six
(6) consecutive Payment Dates after it arises, even if such Early Amortization Event is
cured before such sixth (6th) Payment Date. For the avoidance of doubt, an Early
Amortization Event arising out of the Debt Service Coverage Ratio’s being less than 1.05
will not be cured merely by the passage of time.



     “Eligibility Requirements” has the meaning given to such term in Section 2.03(b)
hereof.



     “Eligible Hedge Provider” means a bank or other entity that satisfies the standards of
the Rating Agency rating the applicable Floating Rate Notes in order to maintain the then-current
rating of such Floating Rate Notes.



     “Eligible Institution” means (a) Wilmington Trust Company, (b) any depository
institution or trust company, with a capital and surplus of not less than $250,000,000, whose
long-term unsecured debt rating from each Rating Agency of not less than A (or the equivalent) and
whose deposits are insured by the Federal Deposit Insurance Corporation or (c) a federally or state
chartered depository institution, with a capital and surplus of not less than $250,000,000, subject
to regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R. § 9.10(b),
that in each case has a long-term unsecured debt rating of not less than A (or the equivalent) or a
short-term unsecured debt rating of A-1 (or the equivalent) from each Rating Agency.



     “Eligible Railcar” means any Railcar that, on its applicable Delivery Date, is ready
and available to operate as of such date in commercial service and otherwise perform the functions
for which it was designed.



     “Encumbrance” means any mortgage, pledge, lien, encumbrance, charge or security
interest, including, without limitation, any conditional sale, any sale without recourse against
the



ANNEX A





Page 9 









 







sellers, or any agreement to give any security interest over or with respect to any assets of
any applicable Person.




     “Equipment Note” means any one of the promissory notes executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the form attached to the
related Series Supplement.




     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



     “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System.



     “Event of Default” means the existence of any of the events or conditions described in
Section 4.01 hereof.



     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.



     “Exchange Date” means the date on which interests in each Regulation S Temporary
Book-Entry Note will be exchangeable for interests in an Unrestricted Book-Entry Note, which shall
be the later of (i) the fortieth (40th) day after the later of (a) the applicable Closing Date and
(b) the completion of the distribution of the related Series of Equipment Notes and (ii) the date
on which the requisite certifications are due to and provided to the Indenture Trustee.



     “Excluded Expenses” means (a) salary, bonuses, company cars and benefits of the
Manager’s employees, (b) office, office equipment and office rental expenses of the Manager, (c)
telecommunications expenses of the Manager, (d) taxes on the income, receipts, profits, gains, net
worth or franchise of the Manager and payroll, employment and social security taxes for employees
of the Manager, (e) any and all financing costs (including interest and fees) relating to any
indebtedness of the Manager, and (f) all other overhead expenses of the Manager.



     “Existing Lease” means a Lease in effect on a Closing Date in respect of any Railcar
being conveyed to the Issuer on such date, together with any renewals thereof.



     “Existing Lessee” means those Lessees under Existing Leases.



     “Expense Account” has the meaning given to such term in Section 3.01(a) hereof.



     “Final Maturity Date” means, with respect to a Series (or Class thereof), the date
identified as such in the related Series Supplement.



     “Final Principal Payment Shortfall” has the meaning given to such term in Section
3.10(d)(iv) hereof.



     “Fixed Rate Equipment Note” means any Equipment Note having a Stated Rate that is a
fixed percentage.



ANNEX A





Page 10









 








     “Floating Rate Equipment Note” means any Equipment Note having a Stated Rate that
varies with a specified index, as specified in the Series Supplement under which such Floating Rate
Equipment Note is issued.



     “Flow of Funds” means the provisions of the Master Indenture applicable to the
allocation and distribution of the Available Collections Amount set forth in Sections 3.11(a) or
(b) hereof, as applicable.




     “Form of Full Service Lease” means the form of master railcar lease agreement attached
as Exhibit D to the Master Indenture.



     “Form of Net Lease” means the form of master railcar lease agreement attached as
Exhibit E to the Master Indenture.



     “FRA” means the Federal Railroad Administration or any successor thereto.



     “Full Service Leases” means Leases pursuant to which the Lessor thereunder is
responsible for maintenance and repair of the Portfolio Railcars that are subject thereto.



     “Future Lease” means, in respect of any Railcar, a Lease of such Railcar entered into
by the Issuer at any time after the Delivery Date for such Railcar and that is not an Existing
Lease.



     “General Intangibles” (a) means all “general intangibles” as defined in Article 9 of
the UCC and (b) includes, without limitation, all Assigned Agreements, all interest rate or
currency protection or hedging arrangements, all tax refunds, claims for tax refunds and tax
credits, all licenses, permits, approvals, consents, variances, certifications, concessions and
authorizations, all Intellectual Property, all Payment Intangibles (in each case, regardless of
whether characterized as general intangibles under the UCC), limited liability company or other
business records, indemnification claims, contract rights (including rights under leases, whether
entered into as lessor or lessee and the properties and rights associated therewith), franchises,
and any letter of credit, guarantee, claim, security interest or other security held by or granted
to the Issuer to secure payment by an account debtor of any of the Accounts Receivable including
the Issuer’s rights in all security agreements, leases and other contracts securing or otherwise
relating to any Account Receivable and all warranties, rights and claims against third parties
including carriers and shippers and otherwise.



     “Governmental Actions” means any and all consents, approvals, permits, orders,
authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations,
declarations or filings with, any Governmental Authority required under any Applicable Law.



     “Governmental Authority” shall mean any government, legislative body, regulatory
authority, court, administrative agency or commission or other governmental agency or
instrumentality (or any officer or representative thereof), domestic, foreign or international, of
competent jurisdiction, including the European Union.



     “Grantor” has the meaning set forth in the preamble hereof.



ANNEX A






Page 11









 








     “Hazardous Substances” means any hazardous or toxic substances, materials or wastes,
including, but not limited to, those substances, materials, and wastes listed in the United States
Department of Transportation Hazardous Materials Table (49 CFR § 172.101) or by the Environmental
Protection Agency as hazardous substances (40 CFR § 302.4), or such substances, materials and
wastes which are or become regulated under any applicable local, state or federal law or the
equivalent under applicable foreign laws including, without limitation, any materials, waste or
substance which is (a) petroleum, (b) asbestos, (c) polychlorinated biphenyls, (d) defined as a
“hazardous material,” “hazardous substance” or “hazardous waste” under applicable local, state or
federal law or the equivalent under applicable foreign laws, (e)
designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act of 1977,
(f) defined as “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery
Act of 1976 or (g) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980.



     “Hedge Agreement” means an interest rate derivative agreement (including, without
limitation, a cap, collar, floor, swap or other derivative transaction) between the Issuer and the
Hedge Provider named therein.



     “Hedge Collateral” has the meaning given to such term in Section 3.16 hereof.



     “Hedge Collateral Account” has the meaning given to such term in Section 3.16 hereof.



     “Hedge Partial Termination Value” means, with respect to a partial termination of a
Hedge Agreement, a termination payment due either from the Issuer to the applicable Hedge Provider
or from the applicable Hedge Provider to the Issuer in relation to such termination pursuant to the
terms of such Hedge Agreement. Such termination payment may be subject to netting or offsetting
claims, and the final amount so owed will be the Hedge Partial Termination Value.



     “Hedge Provider” means a Person that is a party to a Hedge Agreement with the Issuer.



     “Hedge Termination Value” means, with respect to a Hedge Agreement, a termination
payment due either from the Issuer to the applicable Hedge Provider or from the applicable Hedge
Provider to the Issuer in relation to such termination pursuant to the terms of such Hedge
Agreement. Such termination payment may be subject to offsetting claims, and the final amount so
owed by the Issuer or to the Issuer (if any) will be the Hedge Termination Value.



     “Hedging Requirement” has the meaning given to such term in Section 3.16(b) hereof.



     “Holder” or “Noteholder” means any Person in whose name an Equipment Note is
registered from time to time in the Register for such Equipment Notes.



     “Indebtedness” means, with respect to any Person at any date of determination (without
duplication), (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of
such Person in respect of letters of credit or other similar instruments (including reimbursement
obligations with respect thereto), (iv) all obligations of such Person to pay the deferred and
unpaid purchase price of property or services, which purchase price is due more than six months



ANNEX A






Page
12  









 







after the date of purchasing such property or service or taking delivery and title thereto or the
completion of such services, and payment deferrals arranged primarily as a method of raising funds
to acquire such property or service, (v) all obligations of such Person under a lease of (or other
agreement conveying the right to use) any property (whether real, personal or mixed) that is
required to be classified and accounted for as a capital lease obligation under U.S. GAAP, (vi) all
Indebtedness (as defined in clauses (i) through (v) of this paragraph) of other Persons secured by
a lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person,
(vii) all indebtedness of such Person under Liquidity Facilities, (viii) net payments due
and payable by such Person under Hedge Agreements, and (ix) all Indebtedness (as defined in
clauses (i) through (viii) of this paragraph) of other Persons guaranteed by such Person.




     “Indemnified Expenses” has the meaning assigned thereto in Section 5 of the
Administrative Services Agreement.



     “Indenture Account” means each of the Collections Account, the Expense Account, the
Mandatory Replacement Account, the Optional Reinvestment Account, each Series Account, any Class
Account, the Liquidity Reserve Account, any Redemption/Defeasance Account, any Prefunding Account
and any sub-accounts and ledger and sub-ledger accounts maintained with respect to any of the
foregoing in accordance with this Master Indenture (as well as any other account, if any,
established with the Indenture Trustee in accordance with Section 3.01(a) after the Initial Closing
Date).



     “Indenture Investment” means any obligation issued or guaranteed by the United States
of America or any of its agencies for the payment of which the full faith and credit of the United
States of America is pledged and with a final maturity on or before the date which is the earlier
of (a) ninety days from the date of purchase thereof and (b) the first Payment Date occurring after
the date of purchase thereof.



     “Indenture Supplement” means a supplement to this Master Indenture, other than a
Series Supplement.



     “Indenture Trustee” has the meaning given to such term in the preamble hereof, and any
successor indenture trustee appointed in accordance with the terms hereof.



     “Indenture Trustee Fees” means the compensation and expenses (including attorneys fees
and expenses and indemnification payments) payable to the Indenture Trustee for its services under
this Master Indenture and the other Relative Documents to which it is a party (if any).



     “Inflation Factor” means, with respect to any calendar year, the quotient (expressed
as a decimal) obtained by dividing (i) the PPI published in respect of the most recently ended
calendar year (the “New Year”), by (ii) the PPI published in respect of the calendar year
immediately preceding the New Year, and subtracting 1.00 from the resulting quotient. “PPI” for
purposes hereof, means, with respect to any calendar year or any period during any calendar year,
the “Producer Price Index” applicable to the capital equipment sector as published by the Bureau of
Labor Statistics for the United States Department of Labor. If the PPI shall be converted to a
different standard reference base or otherwise revised after the date hereof, PPI



ANNEX A


Page 13




 









 







shall thereafter be calculated with use of such new or revised statistical measure published by the Bureau of Labor
Statistics or, if not so published, as may be published by any other reputable publisher of such
price index reasonably selected by the Administrator. The Inflation Factor may be a negative
number.




     “Initial Appraised Value” means, with respect to a Railcar, the appraised value of
such Railcar as determined in the Appraisal delivered in connection with the Conveyance thereof to
the Issuer.




     “Initial Closing Date” means July 6, 2011.



     “Initial Equipment Notes” means the Equipment Notes designated “Series 2011-1” issued
on the Initial Closing Date.



     “Initial Purchaser”, with respect to a Series of Equipment Notes, has the meaning
given to such term in the related Series Supplement.



     “Inspection” has the meaning given to such term in Section 5.04(y)(i) hereof.



     “Inspection Representative” has the meaning given to such term in Section 5.04(y)(i)
hereof.



     “Institutional Accredited Investor” means a Person that is an “accredited investor” as
that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.



     “Insurance Agreement” means the Insurance Agreement, dated as of the Initial Closing
Date, between the Insurance Manager and the Issuer, or any replacement insurance agreement with a
replacement Insurance Manager.



     “Insurance Manager” means TILC, in its capacity as insurance manager under the
Insurance Agreement, including its successors in interest and permitted assigns, until another
Person shall have become the insurance manager under such agreement, after which “Insurance
Manager” shall mean such other Person.



     “Insurance Manager Default” has the meaning given such term in Section 6.2 of the
Insurance Agreement.



     “Instruments” means all “instruments” as defined in Article 9 of the UCC.



     “Intellectual Property” means all past, present and future: trade secrets and other
proprietary information; trademarks, service marks, business names, Internet domain names, designs,
logos, trade dress, slogans, indicia and other source and/or business identifiers, and the goodwill
of the business relating thereto and all registrations or applications for registrations which have
heretofore been or may hereafter be issued thereon throughout the world; copyrights (including
copyrights for computer programs and software) and copyright registrations or applications for
registrations which have heretofore been or may hereafter be applied for or issued throughout the
world and all tangible property embodying the copyrights; unpatented inventions (whether or not
patentable); patent applications and patents; industrial designs,



ANNEX A


Page 14





 









 







industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income
therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets,
source codes, object codes and other physical manifestations, embodiments or incorporations of any
of the foregoing; the right to sue for all past, present and future infringements of any of the
foregoing; and all common law and other rights throughout the world in and to any or all of the
foregoing.




     “Interchange Rules” means the interchange rules or supplements thereto of the AAR, as
the same may be in effect from time to time.



     “Interest Accrual Period” means, except as may be otherwise provided in the related
Series Supplement for a Series of Equipment Notes: (a) with respect to Fixed Rate Equipment Notes,
the period beginning on the 15th day of a calendar month and ending on (but excluding) the 15th day
of the next calendar month, and (b) with respect to Floating Rate Equipment Notes, the period
beginning on each Payment Date and ending on (but excluding) the next succeeding Payment Date,
except that the initial Interest Accrual Period for a Series (x) with respect to Fixed Rate
Equipment Notes, shall begin on the Closing Date for such Series and end on (but exclude) the 15th
day of the next calendar month, and (y) with respect to Floating Rate Equipment Notes, shall begin
on the Closing Date for such Series and end on (but exclude) the first Payment Date occurring after
such Closing Date.



     “Investment Letter” means a letter substantially in the form of Exhibit B attached
hereto.



     “Investment Property” means all “investment property” as defined in Article 9 of the
UCC.



     “Involuntary Railcar Disposition” has the meaning set forth in Section 5.03(a)(ii)
hereof.



     “Issuance Expenses” means the aggregate amount of all subscription discounts,
brokerage commissions, placement fees, resale fees, structuring fees, out of pocket transaction
expenses and other similar fees, commissions and expenses relating to the issuance of a Series of
the Equipment Notes.



     “Issuer” has the meaning assigned in the preamble hereof.



     “Issuer Documents” means this Master Indenture, each Series Supplement, the Management
Agreement, the Account Administration Agreement, the Administrative Services Agreement, the
Insurance Agreement, the Asset Transfer Agreements, any Bill of Sale, any Assignment and
Assumption, the Hedge Agreements, the Liquidity Facility Documents, the Marks Company Trust
Agreement, any Marks Company Trust Supplement, the Marks Servicing Agreement and any SUBI
Certificate related to the Portfolio Railcars.



     “Issuer Expense” means, for any Payment Date, any of the following costs directly
incurred by the Issuer or incurred by any Service Provider in its performance of its obligations
under the applicable Service Provider Agreement that are, in each case, reasonable in amount and
are fairly attributable to the Issuer and its permitted activities during the related Collection



ANNEX A


Page 15





 









 







Period: (i) accounting and audit expenses, and tax preparation, filing and audit expenses; (ii)
premiums for liability, casualty, fidelity, directors and officers and other insurance; (iii)
directors’ fees and expenses, including fees and expenses of the special member of the Issuer; (iv)
other professional fees; (v) taxes (including personal or other property taxes and all sales, value
added, use and similar taxes) other than taxes that are incurred by such Service Provider in
respect of its own income or assets, and other than taxes that constitute Ordinary Course Expenses;
(vi) taxes imposed in respect of any and all issuances of equity interests, stock exchange listing
fees, registrar and transfer expenses and trustee’s fees with respect to any outstanding securities
of the Issuer; and (vii) surveillance fees assessed by the Rating Agencies, including any such fees incurred by the Issuer in connection with its compliance with its
covenant set forth in Section 5.02(o) hereof.




     “Issuer Group Member” means any of the Issuer, Trinity, TILC, TRIP Holdings, TRIP
Leasing or any Affiliate of any of them.



     “Law” means (a) any constitution, treaty, statute, law, regulation, order, rule or
directive of any Governmental Authority, and (b) any judicial or administrative interpretation or
application of, or decision under, any of the foregoing.



     “Lease” means, with respect to a Railcar, a lease, car contract or other agreement
granting permission for the use of such Railcar, constituting an operating lease thereon.



     “Lease Payments” means all lease rental payments and other amounts payable by or on
behalf of a Lessee under a Lease related to a Portfolio Railcar, including payments credited due to
application of security deposits and amounts recovered under other supporting obligations, if any,
in respect of such Lease.



     “Lessee” means each Person who is the lessee under a Lease of a Railcar.



     “Lessor” means, with respect to any Lease, the lessor under such Lease (being, in
respect of Leases of Portfolio Railcars, the Issuer as assignee lessor under the related Assignment
and Assumption).



     “LIBOR”, with respect to a Series, has the meaning specified in the related Series
Supplement, if applicable.



     “Liquidity Facility” means a liquidity arrangement provided by a Liquidity Facility
Provider for the Issuer. A Liquidity Facility may be in the form of a letter of credit, liquidity
loan agreement, revolving credit agreement, collateralized or uncollateralized guarantee, financial
guaranty policy, guaranteed investment contract, total return swap, or some other form of standby
liquidity.



     “Liquidity Facility Available Amount”, with respect to a Liquidity Facility, means the
amount available to be drawn under such Liquidity Facility.



     “Liquidity Facility Documents” is defined in Section 3.15 hereof.



     “Liquidity Facility Event of Default” is defined in Section 3.15 hereof.



ANNEX A





Page 16









 








     “Liquidity Facility Provider” means the issuer or provider of a Liquidity Facility.



     “Liquidity Reserve Account” has the meaning given to such term in Section 3.01(a)
hereof.



     “Liquidity Reserve Target Amount” means as of the Initial Closing Date and the first
Payment Date, thirty-four million five hundred ninety-four thousand seven hundred sixty-five
dollars ($34,594,765), and thereafter, on each Payment Date, an amount equal to the product of
(x) nine times (y) the sum of (i) the Stated Interest Amount due on all Outstanding Series of
Equipment Notes on such Payment Date (for purposes of this calculation, interest shall be
calculated on the basis of a 360-day year consisting of twelve 30-day months), plus (or minus) (ii)
the net payments owed by the Issuer (or owed to the Issuer) under any Hedge Agreements (other than
for the payment of any Hedge Termination Value or Hedge Partial Termination Value) in respect of
the Interest Accrual Period ending on such Payment Date (for purposes of this calculation, such
payments shall be calculated on the basis of a 360-day year consisting of twelve 30-day months for
both amounts payable and receivable).



     “LLC Agreement” means that certain Amended and Restated Limited Liability Company
Agreement of the Issuer, dated on or about the Initial Closing Date.



     “LLC Default” has the meaning assigned thereto in Section 8.4 of the Management
Agreement.



     “Management Agreement” means the Railroad Car Management, Operation, Maintenance,
Servicing and Remarketing Agreement dated as of the Initial Closing Date between the Issuer and
TILC, as initial Manager thereunder.



     “Management Fee” means, for any Payment Date, the compensation payable to the Manager
on such Payment Date in accordance with the terms of, and designated as such in, the Management
Agreement.



     “Manager” means TILC, in its capacity as Manager under the Management Agreement,
including its successors in interest, until another Person shall have become the “Manager” under
such agreement, after which “Manager” shall mean such other Person.



     “Manager Advance” has the meaning assigned to such term in the Management Agreement.



     “Manager Default” has the meaning set forth in Section 8.2 of the Management
Agreement.



     “Manager’s Fleet” means the TILC Fleet as of the Closing Date or as of any date
thereafter and does not include Portfolio Railcars and, if a Successor Manager shall have been
appointed pursuant to the Management Agreement, “Manager’s Fleet” means all railcars owned, leased
or managed by such Manager or its Affiliates, in either case, other than Portfolio Railcars.



     “Mandatory Replacement Account” has the meaning given to such term in Section 3.01(a)
hereof.



ANNEX A


Page 17




 









 








     “Manager Termination Event” means the occurrence of any event specified in the
Management Agreement (and with respect to events that include a cure or grace period or notice
requirement, following the elapsing of such period without cure or the delivery of such notice, as
applicable) which gives the Issuer thereunder or its assignees the right to effect a replacement of
the current Manager thereunder with a successor or replacement Manager.




     “Mark” means the identification mark of a railcar registered with the AAR, consisting
of letters registered in the name of the owner of the railcar mark and the car number.



     “Marks Company” means Trinity Marks Company, a Delaware statutory trust.



     “Marks Company Trust Agreement” means the Amended and Restated Marks Company Trust
Agreement, dated as of May 17, 2001, between TILC and Wilmington Trust Company.



     “Marks Company Trust Supplement” means (a) with respect to the Initial Equipment
Notes, the Marks Company Trust Supplement 2011-1, and (b) with respect to any Additional Series,
the related supplement to the Marks Company Trust Agreement, substantially in the form of the Marks
Company Trust Supplement 2011-1.



     “Marks Company Trust Supplement 2011-1” means the Supplement 2011-1 to the Marks
Company Trust Agreement, dated as of the Initial Closing Date, between TILC and Wilmington Trust
Company.



     “Marks Company Trustee” has the meaning set forth in the Marks Company Trust
Agreement.



     “Marks Servicing Agreement” means the Management and Servicing Agreement, dated as of
May 17, 2001, between TILC and the Marks Company.



     “Master Indenture” has the meaning given to such term in the preamble hereto.



     “Maximum Hedging Amount” has the meaning given to such term in Section 3.16(b) hereof.



     “Member” means the sole equity member of the Issuer, i.e. TRIP Holdings in such
capacity.



     “Merger Transaction” has the meaning given to such term in Section 5.02(g) hereof.



     “Mexican Lessee” is defined in the definition of Permitted Lessee.



     “Mexico Concentration Restriction” means the condition described in the proviso to the
definition of Permitted Lessee. The Issuer will have the right at any time to obtain Rating Agency
Confirmation in respect of a proposed change to a more lenient Mexico Concentration Restriction
(i.e., to increase the percentage set forth in the definition of Permitted Lessee to be greater
than the applicable percentage that is then in effect pursuant to such definition) and, if



ANNEX A


Page 18





 









 







Rating Agency Confirmation in respect of such proposed change is obtained, the more lenient concentration
restriction will then apply.




     “Minimum Hedging Amount” has the meaning given to such term in Section 3.16(b) hereof.



     “Mixed Rider” means a Rider that covers not only Railcars owned by the Issuer but also
railcars owned by one or more other owners.



     “Modification Agreement” means any agreement between the Issuer (or the Manager acting
on its behalf) and a Supplier for the purchase and/or installation of a Required Modification or an
Optional Modification.



     “Money” means “money” as defined in the UCC.



     “Monthly Report” has the meaning given to such term in Section 2.13(a) hereof.



     “Moody’s” means Moody’s Investors Service, Inc. or, if such corporation or its
successor shall for any reason no longer perform the functions of a securities rating agency,
“Moody’s” shall be deemed to refer to any other nationally recognized rating agency designated by
the Issuer.



     “National Reload Pool” means the autorack pool operated by TTX Company for the shared
use of bi-level and tri-level autorack Railcars that have been supplied for such pool by
participating Class 1 railroads.



     “Net Disposition Proceeds” means, with respect to any Railcar Disposition, (a) in
respect of a Railcar Disposition consisting of a sale, the aggregate amount of cash received by or
on behalf of the seller in connection with such transaction after deducting therefrom (without
duplication) (i) reasonable and customary brokerage commissions and other similar fees and
commissions, and (ii) the amount of taxes payable in connection with or as a result of such
transaction, in each case to the extent, but only to the extent, that amounts so deducted are, at
the time of receipt of such cash, actually paid to a Person that is not an Affiliate of the seller
and are properly attributable to such transaction or to the asset that is the subject thereof, and
(b) in respect of a Railcar Disposition that is not a sale, payments received in respect of any
applicable casualty or condemnation, including insurance proceeds, condemnation awards and payments
received from Lessees or other third parties.



     “Net Leases” means Leases pursuant to which a Lessee thereunder is responsible for
maintenance and repair of the Portfolio Railcars leased thereunder.



     “Net Proceeds” means, with respect to the issuance of the Equipment Notes, the
aggregate amount of cash received by the Issuer in connection with such issuance after deducting
therefrom (without duplication) all Issuance Expenses; provided that such amount shall not be less
than zero.



     “Net Stated Interest Shortfall” has the meaning given to such term in Section 3.04(c)
hereof.



ANNEX A


Page 19





 









 








     “Non-Severable Mixed Rider” means a Mixed Rider that does not contain a Designated
Severability Clause.



     “Non-U.S. Person” means a person who is not a U.S. person, as defined in Regulation S.



     “Note Form” means with respect to an Equipment Note, the form of such Equipment Note
attached as an exhibit to the Series Supplement under which such Equipment Note is issued.



     “Note Purchase Agreement”, with respect to a Series of Equipment Notes, has the
meaning given to such term in the related Series Supplement.



     “Note Registrar” has the meaning given to such term in Section 2.03(a) hereof.



     “Noteholder” or “Holder” means any Person in whose name an Equipment Note is
registered from time to time in the Register for such Equipment Notes.



     “Notices” has the meaning given to such term in Section 13.04 hereof.



     “NRSRO” means any nationally recognized statistical rating organization.



     “Officer’s Certificate” means a certificate signed (i) in the case of a corporation,
by the President, any Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of such corporation, (ii) in the case of a partnership, by the Chairman of the
Board, the President or any Vice President, the Treasurer or an Assistant Treasurer of a corporate
general partner or limited liability company general partner (to the extent such limited liability
company has officers), (iii) in the case of a commercial bank or trust company, by the Chairman or
Vice Chairman of the Executive Committee or the Treasurer, any Trust Officer, any Vice President,
any Executive or Senior or Second or Assistant Vice President, or any other officer or assistant
officer customarily performing the functions similar to those performed by the persons who at the
time shall be such officers, or to whom any corporate trust matter is referred because of such
officer’s knowledge of and familiarity with the particular subject, and (iv) in the case of a
limited liability company, any manager or member (other than a special member) thereof, and any
President, Managing Director or Vice President of (A) such limited liability company, (B) such
manager or member, or (C) a manager of such manager or member.



     “Operating Expenses” means (i) Issuer Expenses, (ii) Ordinary Course Expenses and
(iii) the costs of Required Modifications.



     “Operative Agreements” means the Asset Transfer Agreements, Bills of Sale, Assignment
and Assumptions, the Equipment Notes, this Master Indenture, each Series Supplement, each Officer’s
Certificate of the Issuer, Manager, any Seller, Administrator or TILC in any other capacity
(including as settlor, initial beneficiary and SUBI trustee under any Marks Company Trust
Supplement) delivered pursuant to any Operative Agreement, the Management Agreement, the
Administrative Services Agreement, the Insurance Agreement, the Service Provider Agreements, the
Account Administration Agreement, the Marks Company Trust Agreement, each Marks Company Trust
Supplement, the Marks Servicing Agreement, the Hedge Agreements and the Liquidity Facility
Documents.



ANNEX A


Page 20




 









 








     “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an
employee of the Manager or the Administrator or counsel to the Issuer, that meets the requirements
of Section 1.03 hereof.



     “Optional Modification” means a modification or improvement of a Railcar, the cost of
which is capitalized in accordance with U.S. GAAP, that (a) is not a Required Modification and (b)
complies with the criteria set forth in Section 5.04(z)(ii) hereof.



     “Optional Redemption” means, with respect to any Series of Equipment Notes or any
Class within a Series of Equipment Notes, a voluntary prepayment by the Issuer of all or a portion
of the Outstanding Principal Balance of such Series or Class in accordance with the terms of this
Master Indenture and the applicable Series Supplement; and, with respect to all Outstanding
Equipment Notes, a voluntary prepayment by the Issuer of the Outstanding Principal Balance of the
Equipment Notes in accordance with the terms of this Master Indenture and each applicable Series
Supplement.



     “Optional Reinvestment Account” has the meaning given to such term in Section 3.01(a)
hereof.



     “Ordinary Course Expenses” means, with respect to any Payment Date, all of the
following expenses and costs, incurred by, or on behalf of, the Issuer (including by the Manager on
behalf of the Issuer) in connection with the ownership, use, leasing and/or operation of the
Portfolio Railcars during the related Collection Period (and without duplication): (i) costs for
routine maintenance and repairs (but not Optional Modifications) needed to return a Railcar to
serviceable condition for use in interchange; (ii) the cost of repositioning a Railcar in
connection with the origination or termination of a Lease; (iii) legal fees and court costs
incurred in connection with enforcing rights under a Lease of a Railcar and/or repossessing such
Railcar (but excluding legal fees incurred by the Manager in the negotiation and documentation of
Future Leases or of amendments or renewals of Leases and Future Leases); (iv) the allocable cost of
obtaining and maintaining contingent and off-lease insurance with respect to the Portfolio
Railcars; (v) taxes, levies, duties, charges, assessments, fees, penalties, deductions or
withholdings assessed, charged or imposed upon or against the use and operation of the Portfolio
Railcars; (vi) the cost of storing an off-lease Railcar; (vii) expenses and costs (including legal
fees) of pursuing claims against manufacturers or sellers of a Railcar; (viii) non-recoverable
sales and value-added taxes with respect to a Railcar; (ix) governmental filing fees necessary to
perfect, or continue the perfection of, the security interest of the Indenture Trustee in a Railcar
and/or a Lease; (x) the costs of Optional Modifications (but not in excess, in any calendar month,
of the result of (A) one hundred thousand dollars ($100,000) multiplied by (B) the number of
Outstanding Series on the first day of such calendar month); and (xi) all other expenses and costs,
incurred by, or on behalf of, the Issuer (including by the Manager on behalf of the Issuer) in
connection with the ownership, use, leasing and/or operation of the Portfolio Railcars during the
related Collection Period, other than Issuer Expenses, the costs of Required Modifications, and
Excluded Expenses.



     “Ordinary Inspection” has the meaning given to such term in Section 5.04(y)(iii)
hereof.



ANNEX A


Page 21





 









 








     “Outstanding” means with respect to the Equipment Notes of any Series at any time, all
Equipment Notes of such Series previously authenticated and delivered by the Indenture Trustee
except (i) any such Equipment Notes cancelled by, or delivered for cancellation to, the Indenture
Trustee; (ii) any such Equipment Notes, or portions thereof, for which the payment of principal
of and accrued and unpaid interest on which moneys have been deposited in the Series Account
for such Series or distributed to Noteholders by the Indenture Trustee and any such Equipment
Notes, or portions thereof, for the payment or redemption of which moneys in the necessary amount
have been deposited in the Redemption/Defeasance Account for such Equipment Notes; and (iii) any
such Equipment Notes in exchange or substitution for which other Equipment Notes, as the case may
be, have been authenticated and delivered, or which have been paid pursuant to the terms of this
Master Indenture (unless proof satisfactory to the Indenture Trustee is presented that any of such
Equipment Notes is held by a Person in whose hands such Equipment Note is a legal, valid and
binding obligation of the Issuer). Section 1.04(c) hereof sets forth certain limitations on
whether an Equipment Note held by the Issuer or any other Issuer Group Member will be considered to
be Outstanding for purposes of Directions.



     “Outstanding Equipment Note” means an Equipment Note that is Outstanding.



     “Outstanding Obligations” means, as of any date of determination, an amount equal to
the sum of (i) the Outstanding Principal Balance of, and all accrued and unpaid interest (including
without limitation, Additional Interest) payable on the Equipment Notes and (ii) all other amounts
owing from time to time to Noteholders, or to any other Person under the Operative Agreements.



     “Outstanding Principal Balance” means, with respect to any Outstanding Equipment Notes
the total principal balance of such Outstanding Equipment Notes unpaid and outstanding at any time.



     “Part” means any and all parts, attachments, accessions, appurtenances, furnishings,
components, appliances, accessories, instruments and other equipment installed in, or attached to
(or constituting a spare for any such item installed in or attached to) any Railcar.



     “Paying Agent” has the meaning given to such term in Section 2.03(a) hereof. The term
“Paying Agent” includes any additional Paying Agent.



     “Payment Date” means the 15th calendar day of each month, commencing on August 15,
2011; provided that if any Payment Date would otherwise fall on a day that is not a Business Day,
such Payment Date shall be the first following day which is a Business Day.



     “Payment Date Schedule” means the schedule prepared by the Administrator pursuant to
Section 3.10(e) hereof.



     “Payment Intangible” means all “payment intangibles” as defined in Article 9 of the
UCC.



     “Permitted Discretionary Sale” has the meaning set forth in Section 5.03(a)(iii)
hereof.



ANNEX A


Page 22




 









 








     “Permitted Encumbrance” means: (i) the ownership interests of the Issuer; (ii) the
interest of the Lessee as provided in any Lease; (iii) any Encumbrance for taxes, assessments,
levies, fees and other governmental and similar charges not yet due and payable or the amount or
validity of which is being contested in good faith by appropriate proceedings so long as there
exists no material risk of sale, forfeiture, loss, or loss of or interference with use or
possession of the affected asset, and such contest would not result in the imposition of any criminal
liability on the Issuer or any assignee thereof; (iv) in respect of any Railcar, any Encumbrance of
a repairer, mechanic, supplier, materialman, laborer and the like arising in the ordinary course of
business by operation of law or similar Encumbrance, provided that the proceedings relating to such
Encumbrance or the continued existence of such Encumbrance does not give rise to any reasonable
likelihood of the sale, forfeiture or other loss of the affected asset, and such contest would not
result in the imposition of any criminal liability on the Issuer or any assignee thereof; (v)
Encumbrances granted to the Indenture Trustee under and pursuant to this Master Indenture; (vi) any
Encumbrances created by or through or arising from debt or liabilities or any act or omission of
any Lessee in each case either in contravention of the relevant Lease (whether or not such Lease
has been terminated) or without the consent of the relevant Lessor (provided that if the Issuer
becomes aware of any such Encumbrance, it shall use commercially reasonable efforts to have any
such Encumbrance lifted, removed and otherwise discharged); (vii) salvage rights of insurers under
insurance policies covering the affected asset; (viii) any sublease permitted under any Lease; and
(ix) Encumbrances which are released or extinguished upon the transfer of the related asset to the
Issuer by the applicable transferee thereof.



     “Permitted Excess Concentration” means the aggregate Adjusted Value of the Issuer’s
Railcars leased to an individual Lessee exceeds a percentage limitation specified in the definition
of Customer Concentration Limit as a result of the merger or consolidation of one or more Lessees.
A Permitted Excess Concentration shall not be a violation of the Customer Concentration Limit or
the Concentration Limits generally; however, no additional Railcars may be leased to such Lessee
(not counting then-currently leased Railcars that are re-leased to the then-current Lessee), and
additional Railcars leased to such Lessee may not be purchased, by the Issuer unless, upon such
lease or purchase, the Adjusted Value of the Issuer’s Railcars leased to such individual Lessee
will meet the applicable Customer Concentration Limit.



     “Permitted Holder” has the meaning given to such term in Section 5.02(i)(A) hereof.



     “Permitted Investments” means (a) marketable direct obligations issued by, or fully
and unconditionally guaranteed by, the United States Government or issued by any agency or
instrumentality thereof and backed by the full faith and credit of the United States, in each case
maturing within one year from the date of acquisition, (b) certificates of deposit, time deposits,
eurocurrency time deposits or overnight bank deposits having maturities of one year or less from
the date of acquisition issued by any United States commercial bank having a long-term unsecured
debt rating of at least “AA” by S&P or “Aa2” by Moody’s (or equivalent ratings by another
nationally recognized credit rating agency if both such corporations are not in the business of
rating long-term senior unsecured debt of commercial banks), (c) commercial paper of an issuer
rated at the time of acquisition at least A-1+ by S&P or P1 by Moody’s, or carrying an equivalent
rating by an internationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of commercial paper issuers generally, and maturing within one year from
the date of acquisition, (d) repurchase obligations of any commercial bank






ANNEX A


Page 23



 









 





satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect
to securities issued or fully guaranteed or insured by the United States Government, (e) securities
with maturities of one year or less from the date of acquisition issued or fully guaranteed by any
state, commonwealth or territory of the United States, by any political subdivision or taxing
authority of any such state, commonwealth or territory or by any foreign
government, the securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at the time of acquisition at
least A-l+ by S&P or P1 by Moody’s or carrying an equivalent rating by an internationally
recognized rating agency, (f) securities with maturities of one year or less from the date of
acquisition backed by standby letters of credit issued by any commercial bank satisfying the
requirements of clause (b) of this definition or (g) shares of money market mutual or similar funds
that are registered with the Securities and Exchange Commission under the Investment Company Act of
1940, as amended, and operated in accordance with Rule 2a-7 thereunder and that, at the time of
such investment, are rated “Aaa” by Moody’s and/or “AAA” by S&P or invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this definition.




     “Permitted Lease” means (a) each Existing Lease (including any renewal or extension
thereof to the extent such renewal or extension complies with clauses (i), (iii), (iv) and (v)
below) and (b) any agreement (other than an Existing Lease) constituting a Lease that meets all of
the following requirements:




     (i) the Lessee thereunder is a Permitted Lessee;




     (ii) if such agreement permits the Lessee thereunder to sublease any of the Portfolio
Railcars subject to such Lease, then such Lease shall require that any such sublease be
conditioned on (A) the Lessee’s obtaining the Lessor’s prior consent to such sublease, (B)
the Lessee agreeing that any such sublease will have provisions making it terminable (as to
the sublessee) at the request of the Lessor or Lessee, as applicable, and prohibiting any
further subleasing by the sublessee and will not contain any purchase option in favor of the
sublessee, (C) the Lease providing that no such sublease shall relieve the Lessee from
liability thereunder and (D) the applicable sublessee satisfying the requirements for a
“Permitted Lessee” set forth below;




     (iii) such agreement was entered into on an arm’s length basis with fair market terms
on the date of its execution, and does not require any prepayment of rental payments
throughout the term of such agreement;




     (iv) such agreement does not contain any purchase option in favor of the Lessee
thereunder, other than a purchase option provision complying with the definition of a
Permitted Purchase Option;




     (v) such agreement (or any related consent, acknowledgment of assignment, side letter
or similar written instrument executed by such Lessee) permits the assignment, pledge,
mortgage or other similar disposition of the Lease of the related Railcar without notice to
or consent by the Lessee (or, in the case of a written instrument described in the foregoing
parenthetical, any further notice to or consent by the Lessee), it being understood that the
inclusion within such permission or written instrument of language to



ANNEX A


Page 24




 









 









the effect that such Lessee consent is conditioned on the assignees’ agreement that it takes its interest in the
Railcar and/or related Lease subject to the rights of the Lessee in such Railcar under the
Lease, including the right of quiet enjoyment, shall not in and of itself be deemed to
constitute the Lease as other than a Permitted Lease; and




     (vi) such agreement contains a provision substantially to the effect that the lease
rentals payable under such agreement are not subject to offset, deduction or counterclaim
(except as expressly contemplated in any rental abatement provisions contained in a Full
Service Lease); provided that this clause (vi) shall not apply if such agreement is subject
to the terms of, or entered into pursuant to, an existing master lease agreement dated on or
prior to a Closing Date which does not contain such a provision.



     “Permitted Lessee” means any of the following:




     (i) a railroad company or companies (that is not a Credit Bankrupt, Trinity or any
Affiliate of Trinity) organized under the laws of the United States of America or any state
thereof or the District of Columbia, Canada or any province thereof, or Mexico or any state
thereof, upon lines of railroad owned or operated by such railroad company or companies or
over which such railroad company or companies have trackage rights or rights for operation
of their trains, and upon connecting and other carriers in the usual interchange of traffic;




     (ii) a company with which the Manager would do business in the ordinary course of its
business with respect to railcars which it owns or manages for its own account (other than
railroad companies, Trinity, Affiliates of Trinity or Credit Bankrupts) for use in their
business; and whose credit profile does not vary materially from the credit profile of
lessees of other railcars owned, leased or managed by the Manager for its own account; or




     (iii) wholly-owned Subsidiaries of Trinity organized under the laws of (x) Canada or
any political subdivision thereof or (y) Mexico or any political subdivision thereof, in
each case so long as such Leases are on an arm’s length basis;


provided, however, that a Person organized under the laws of Mexico or any state thereof (a
“Mexican Lessee”) shall not constitute a Permitted Lessee unless after giving effect to the
contemplated lease to such Mexican Lessee, the percentage of Portfolio Railcars in the aggregate
(as measured by Adjusted Value) leased (or subleased by a Lessee organized under the laws of the
United States of America or any state thereof or the District of Columbia, Canada or any province
thereof to a sublessee organized under the laws of Mexico or any state thereof, as applicable) to
all Mexican Lessees does not exceed 20% of the Adjusted Value of the Portfolio Railcars in the
aggregate.




     “Permitted Purchase Option” has the meaning given such term in Section 5.01(z) of this
Master Indenture.



     “Permitted Railcar Acquisition” has the meaning given to such term in Section 5.03(c)
hereof.



ANNEX A


Page 25





 









 








     “Permitted Railcar Disposition” has the meaning given to such term in Section 5.03(a)
hereof.



     “Person” means any natural person, firm, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
government or any political subdivision thereof or any other legal entity, including public bodies.



     “Portfolio” means, at any time, all Portfolio Railcars and the Leases related to such
Railcars.



     “Portfolio Railcars” means, as of any date of determination, all Railcars then owned
by the Issuer that are subject to the Security Interest granted pursuant to this Master Indenture.



     “Precedent Lease” has the meaning given to such term in Section 5.03(e)(ii) hereof.



     “Prefunding Account”, with respect to a Series, if applicable, has the meaning given
to such term in the related Series Supplement.



     “Principal Terms” means, with respect to any Series, all of the following information:
(i) the name or designation of such Series and the Classes of Equipment Notes to constitute such
Series; (ii) the initial principal balance of the Equipment Notes to be issued for such Series (or
method for calculating such balance); (iii) the interest rate to be paid with respect to each Class
of Equipment Notes for such Series; (iv) the Payment Date and the date or dates from which interest
shall accrue and on which principal is scheduled to be paid; (v) the designation of any Series
Accounts and Class Accounts, if any, for such Series and the terms governing the operation of any
such Series Accounts and Class Accounts, if any; (vi) the Final Maturity Date; (vii) the Control
Party; (viii) the Scheduled Principal Payment Amounts for each Class of Equipment Notes within such
Series, (ix) in the case of an Additional Series, the rights to payment of interest and principal,
which rights shall not be inconsistent with the Flow of Funds and this Master Indenture; (x) in the
case of an Additional Series, the terms, if any, for the optional or early redemption of such
Additional Series, (xi) in the case of an Additional Series, the form, authorization, execution and
delivery, and the manner of redemption and repayment of such Additional Series, which terms shall
be substantially similar to those applicable to the Initial Equipment Notes and in any event not
inconsistent with the terms of this Master Indenture; (xii) in the case of an Additional Series,
the legends applicable to such Additional Series, if any, which are required in addition to those
set forth in this Master Indenture; (xiii) in the case of an Additional Series, whether the
Equipment Notes of such Series are eligible for purchase by ERISA plans; and (xiv) any other terms
of such Series.



     “Private Placement Legend” means the legend initially set forth on the Equipment Notes
in the form set forth in Section 2.02 hereof.



     “Pro Forma Lease” has the meaning given to such term in Section 5.03(e)(ii) hereof.



     “Proceeding” means any suit in equity, action at law, or other judicial or
administrative proceeding.



ANNEX A


Page 26





 











 





     “Proceeds” means (a) all “proceeds” as defined in Article 9 of the UCC, (b)
dividends, payments or distributions made with respect to any Investment Property and (c) whatever
is receivable or received when Collateral or proceeds are sold, exchanged, collected, converted or
otherwise disposed of, whether such disposition is voluntary or involuntary.



     “Prospective Operating Expenses” means, as of any date of determination, the
Administrator’s (after consulting with the Manager) good faith estimate of significant anticipated
Operating Expenses expected to be incurred over the next twelve Collection Periods.



     “Prudent Industry Practice” means at a particular time and to the extent the same are
generally known by those in the industry, the standard of operating and maintenance practices,
methods and acts, including, but not limited to those required by the Field Manual of the AAR, FRA
rules and regulations and Interchange Rules, which, in the light of the relevant facts is generally
engaged in or approved by a significant portion of the owners, managers and operators of railcars
in the United States that are similar to the Portfolio Railcars, could have been expected to
accomplish the desired result consistent with good business practices, reliability, safety and
expedition. Prudent Industry Practice is not intended to require optimum practice, method or acts,
but rather a spectrum of possible practices, methods or acts that are generally engaged in by other
owners, managers and operators of railcars in the United States which are similar to the Portfolio
Railcars.



     “Purchase Option Disposition” has the meaning given to such term in Section 5.03(a)(i)
hereof.



     “Purchase Price” means (a) in the case of a Permitted Railcar Acquisition, the amount
to be paid to the seller of a Railcar pursuant to the related Asset Transfer Agreement, and (b) in
the case of a Required Modification or an Optional Modification, the cost of such Required
Modification or Optional Modification, as provided in the Modification Agreement (if any) with the
Supplier of such Required Modification or Optional Modification.



     “Purchaser” means an Initial Purchaser.



     “Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in
Rule 144A promulgated under the Securities Act.



     “Qualifying Replacement Railcars” has the meaning given such term in Section
5.03(a)(iii)(B) hereof.



     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



     “Railcar” means an item of railroad rolling stock, together with (i) any and all
replacements or substitutions thereof, (ii) any and all tangible components thereof and (iii) any
and all related appliances, Parts, accessories, appurtenances, accessions, additions, improvements
to and replacements from time to time incorporated or installed in any item thereof.



     “Railcar Advance Rate” means, as of any Payment Date and as determined for the
Equipment Notes, and giving effect to all Flow of Funds allocations and other transactions
occurring on such Payment Date, the percentage equivalent of a fraction, the numerator of which



ANNEX A




Page 27









 







is the aggregate Outstanding Principal Balance of the Equipment Notes as of such Payment Date, and the
denominator of which is the aggregate Adjusted Value of the Portfolio Railcars as of such Payment
Date.




     “Railcar Disposition” means any sale, transfer or other disposition of any Railcar (or
an interest therein), including by reason of such Railcar suffering a Total Loss.



     “Railcar Disposition Agreement” means any lease, sublease, conditional sale agreement,
finance lease, hire purchase agreement or other agreement (other than an agreement relating to
maintenance, modification or repairs) or any purchase option granted to a Person other than the
Issuer to purchase a Railcar pursuant to a purchase option agreement, in each case pursuant to
which any Person acquires or is entitled to acquire legal title to, or the economic benefits of
ownership of, such Railcar.



     “Railroad Authority” means the STB, the AAR, and/or any other governmental authority
which, from time to time, has control or supervision of railways or has jurisdiction over the
railworthiness, operation and/or maintenance of a Railcar operating in interchange.



     “Railroad Mileage Credits” means the mileage credit payments made by railroads under
their applicable tariffs to the registered owner of identifying marks on the railcars.



     “Rapid Amortization Class” means a Class affected by a Rapid Amortization Event, i.e.,
a Rapid Amortization Event has occurred with respect to the Series of which such Class is a part
and such Rapid Amortization Event applies to such Class.



     “Rapid Amortization Event”, with respect to a Series, is defined in the related Series
Supplement, if applicable.



     “Rapid Amortization Notes” means the Equipment Notes of a Rapid Amortization Class or
Rapid Amortization Series, as applicable.



     “Rapid Amortization Series” means a Series affected by a Rapid Amortization Event,
i.e., a Rapid Amortization Event has occurred with respect to such Series.



     “Rating Agency” means, with respect to a Series of Equipment Notes, each nationally
recognized statistical rating organization hired by the Issuer to issue a rating with respect to
such Series of Equipment Notes or Class thereof as specified in the applicable Series Supplement;
provided that such organization shall be deemed to be a Rating Agency only with respect to such
Series or Class of Equipment Notes, as specified in the related Series Supplement, only so long as
such Series or Class of Equipment Notes is Outstanding, and only so long as such organization
maintains a rating on such Series or Class of Equipment Notes.



     “Rating Agency Confirmation” means, with respect to any request, action, event or
circumstance, and each Rating Agency then maintaining a rating on any Series of Equipment Notes (or
Class thereof) then Outstanding, either (a) written confirmation by such Rating Agency that
fulfillment of such request or the taking of the requested action, or the occurrence of such event
or circumstance will not itself cause the Rating Agency to downgrade or withdraw its then-current
rating assigned to any such Series or Class, or (b) written notice to such Rating Agency



ANNEX A




Page 28









 







of such request, action, event or circumstance shall have been given by the Issuer at least ten days prior
to the request, action, event or circumstance (or, if Rating Agency Confirmation is required by the
applicable Operative Agreement following the occurrence of an event or circumstance, such written
notice shall have been given by the Issuer immediately following the occurrence of such event or
circumstance) and, prior to the expiration of such ten day period, such Rating Agency shall not
have issued any written notice that the fulfillment of such request or the taking of the requested
action, or occurrence of such event or circumstance, will itself cause such Rating Agency to
downgrade or withdraw its then-current rating assigned to such Series or Class.




     “Received Currency” has the meaning given to such term in Section 13.06(a) hereof.



     “Record Date” means with respect to each Payment Date, the close of business on the
fifth Business Day immediately preceding such Payment Date and, with respect to the date on which
any Direction is to be given by Noteholders, the close of business on the last Business Day prior
to the solicitation of such Direction.



     “Redemption Date” means the date, which shall in each case be a Payment Date (unless
otherwise designated by the Issuer in connection with a refinancing of the then Outstanding
Equipment Notes), on which Equipment Notes of any Series are redeemed pursuant to an Optional
Redemption.



     “Redemption/Defeasance Account” means an account established by the Indenture Trustee
pursuant to Section 3.08 hereof.



     “Redemption Fraction” has the meaning given to such term in Section 3.14(b) hereof.



     “Redemption Notice” means, a notice sent by the Indenture Trustee to the Holders in
respect of the Equipment Notes to be redeemed, as described in Section 3.13(d) hereof.



     “Redemption Premium” means, with respect to the principal amount of any Series (or
Class) of Equipment Notes to be prepaid on any prepayment date, an amount, if any, specified in the
applicable Series Supplement.



     “Redemption Price” means, with respect to any Series of Equipment Notes or Class
thereof that will be the subject of an Optional Redemption, an amount (determined as of the
Determination Date for the Redemption Date for such Optional Redemption) equal to, unless otherwise
specified in the related Series Supplement, the Outstanding Principal Balance of the Series or
Class of Equipment Notes being repaid together with all accrued and unpaid interest thereon and, if
specified in the related Series Supplement, (a) the Redemption Premium thereon and (b) the Hedge
Termination Value, if any, owed by the Issuer to Hedge Providers in connection therewith.



     “Register” has the meaning given to such term in Section 2.03(a) hereof.



     “Regulation S” means Regulation S under the Securities Act.



ANNEX A




Page 29









 








     “Regulation S Book-Entry Notes” means the Unrestricted Book-Entry Notes and the
Regulation S Temporary Book-Entry Notes.



     “Regulation S Temporary Book-Entry Note” means Equipment Notes initially sold outside
the United States in reliance on Regulation S, represented by a single temporary global note in
fully registered form, without interest coupons, the form of which shall be substantially in the
form of the applicable Note Form for such Equipment Note, with the legends required by Section 2.02
hereof for a Regulation S Temporary Book-Entry Note inscribed thereon.



     “Reimbursable Services” has the meaning assigned thereto in Section 5.4 of the
Management Agreement.



     “Related Documents” has the meaning assigned to such term in Section 5.04(y)(i)
hereof.



     “Related Document Inspection” has the meaning assigned to such term in Section
5.04(y)(i) hereof.



     “Related Party” means, with respect to any Person, an Affiliate of such Person and any
director, officer, servant, employee, agent, successor or permitted assign of that Person or any
such Affiliate.



     “Relative Documents” means the Service Provider Agreements, the Asset Transfer
Agreements, this Master Indenture, the Series Supplements and the Equipment Notes, together with
all certificates, documents and instruments delivered pursuant to any of the foregoing.



     “Relevant Information” means the information provided by the Service Providers to the
Administrator that is required to enable the Administrator make the calculations contemplated by
Section 3.10(a) through (e) hereof.



     “Renewal Lease” has the meaning given to such term in Section 5.03(e) hereof.



     “Replacement Exchange” means the acquisition by the Issuer of one or more Qualifying
Replacement Railcars with all or a portion of the Net Disposition Proceeds from a Permitted
Discretionary Sale, a Purchase Option Disposition or an Involuntary Railcar Disposition, in each
case within the Replacement Period applicable to such Railcar Disposition, as provided in Section
5.03 hereof.



     “Replacement Period” means, with respect to the Issuer’s use of all or any portion of
Net Disposition Proceeds as permitted in accordance with this Master Indenture, the period
beginning on the date of the applicable Railcar Disposition and ending on the earlier of (i) the
180th day after the date of the Issuer’s receipt of all Net Disposition Proceeds from such Railcar
Disposition and (ii) the occurrence of an Event of Default.



     “Required Expense Amount” means, with respect to a Payment Date, an amount equal to
the sum of (i) the Operating Expenses payable on such Payment Date, consisting of all Operating
Expenses actually incurred by the Service Providers and not previously reimbursed and the amounts
shown on all invoices received from the Service Providers for the



ANNEX A




Page 30









 







reimbursement or payment of
Operating Expenses due or to become due on or before such Payment Date and not previously paid or
reimbursed, (ii) a reserve amount to be deposited for Operating Expenses that are due and payable
during the period beginning on such Payment Date and ending on (but excluding) the next Payment
Date and (iii) a reserve amount to be deposited for Prospective Operating Expenses.




     “Required Expense Deposit” has the meaning ascribed to such term in Section 3.10(a)
hereof.



     “Required Expense Reserve” means the sum of the amounts described in clauses (ii) and
(iii) in the definition of “Required Expense Amount.”



     “Required Modification” means any alteration or modification of a Portfolio Railcar
required by the AAR, the FRA, the United States Department of Transportation or any other United
States or state governmental agency or any other applicable law (including without limitation, the
laws of Mexico, Canada or any of their respective states and territories (as applicable)) and
required by such entity as a condition of continued use or operation of such Railcar in
interchange.



     “Requisite Majority” means Holders of Equipment Notes that, individually or in the
aggregate, own more than fifty percent (50%) of the then Outstanding Principal Balance of all
Series of Equipment Notes (other than Equipment Notes held by Trinity or its Affiliates).



     “Responsible Officer” means, with respect to the subject matter of any covenant,
agreement or obligation of any party contained in any Operative Agreement, the President, or any
Vice President, Assistant Vice President, Treasurer, Assistant Treasurer or other officer, who in
the normal performance of his or her operational responsibility would have knowledge of such matter
and the requirements with respect thereto; and with respect to the Indenture Trustee, any trust
officer at its corporate trust office (or any other officer to whom any matter has been referred
because of such officer’s knowledge and familiarity with the particular subject); and when used in
connection with the Issuer, shall include (i) any such officer of the Manager or the Administrator
acting on behalf of the Issuer under the applicable Service Provider Agreement, as the case may be,
(ii) any such officer of the Member, or (iii) any such officer of a manager of the Member.



     “Rider” means a schedule or rider to a master lease agreement between the lessor
thereunder and a lessee that evidences the lease transaction in respect of the individual railcars
listed thereon, as contemplated in such master lease agreement.



     “Rule 144A” means Rule 144A under the Securities Act.



     “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services
LLC business, or any successor to such entity’s business of rating securities, or, if such entity
or its successor shall for any reason no longer perform the functions of a securities rating
agency, “S&P” shall be deemed to refer to any other nationally recognized rating agency designated
by the Issuer.



ANNEX A




Page 31









 








     “Schedule” means a schedule or rider to a master lease agreement between the lessor
thereunder and a lessee that evidences the lease transaction in respect of the individual railcars
listed thereon, as contemplated in such master lease agreement.



     “Scheduled Principal Payment Amount” means, for the Equipment Notes of any Series or
Class, as applicable, on any Payment Date, the excess, if any, of (x) the then Outstanding
Principal Balance of such Series or Class of Equipment Notes, as applicable, over (y) the Scheduled
Targeted Principal Balance of such Series or Class, as applicable, for such Payment Date.



     “Scheduled Targeted Principal Balance” means, for each Class of Equipment Notes within
a Series and for any Payment Date, the amount identified as such for that Class in the related
Series Supplement, as it may be adjusted from time to time in accordance with Section 3.14 hereof.



     “Secured Obligations” has the meaning given such term in the Granting Clause hereof.



     “Secured Parties” means the holders of and/or obligees in respect of the Secured
Obligations, including without limitation the Noteholders, the Liquidity Facility Providers and the
Hedge Providers.



     “Securities” means any obligations of an issuer or any shares, participations or other
interests in an issuer or in property or an enterprise of an issuer that (i) are represented by a
certificate representing a security in bearer or registered form, or the transfer of which may be
registered upon books maintained for that purpose by or on behalf of the issuer, (ii) are one of a
class or series or by its terms is divisible into a class or series of shares, participations,
interests or obligations and (iii)(A) are, or are of a type, dealt with or traded on securities
exchanges or securities markets or (B) are a medium for investment and by their terms expressly
provide that they are a security governed by Article 8 of the UCC.



     “Securities Accounts” means all “securities accounts” as defined in Article 9 of the
UCC.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Securities Entitlements” means all “security entitlements” as defined in Article 9 of
the UCC.



     “Security Interests” means the security interests and other Encumbrances granted or
expressed to be granted in the Collateral pursuant to this Master Indenture.



     “Seller” has the meaning given such term in the applicable Asset Transfer Agreement.



     “Senior Claim” has the meaning given thereto in Section 11.01(a) hereof.



     “Senior Claimant” has the meaning given thereto in Section 11.01(a) hereof.



ANNEX A




Page 32









 








     “Senior Hedge Payments” means all payments owed by the Issuer under a Hedge Agreement
(including any Hedge Termination Value owed by the Issuer to the extent not satisfied from funds
received by a Hedge Provider from any replacement Hedge Provider) except for Subordinated Hedge
Payments.



     “Series” means any series of Equipment Notes established pursuant to a Series
Supplement.



     “Series Account” has the meaning given to such term in Section 3.01(a) hereof.



     “Series Issuance Date” means, with respect to any Series of Additional Notes, the date
on which the Equipment Notes of such Series are issued in accordance with the provisions of Section
9.06 of this Master Indenture and the related Series Supplement.



     “Series Supplement” means any supplement to this Master Indenture, other than an
Indenture Supplement, which sets forth the Principal Terms and other terms and conditions of a
Series of Equipment Notes issued under this Master Indenture and such Series Supplement.



     “Series 2011-1 Notes” means the Initial Equipment Notes.



     “Service Provider” means each of or all of (as the context may require) the Manager,
the Insurance Manager, the Indenture Trustee, the Administrator and the Liquidity Facility
Providers.



     “Service Provider Agreements” means, when used with respect to any Service Provider,
the Management Agreement, the Insurance Agreement, the Administrative Services Agreement, this
Master Indenture, or, in the case of a Liquidity Facility Provider, the applicable agreements
providing for payment or reimbursement of fees and expenses of such Liquidity Facility Provider, in
each case as applicable to such Service Provider which is party thereto, or any of the foregoing
individually as the context requires.



     “Service Provider Fees” means (a) all fees, expenses and indemnities due or
reimbursable to the Indenture Trustee, the Manager, the Insurance Manager and the Administrator in
accordance with the applicable agreements with such Servicer Providers (including the Relative
Documents), including the Indenture Trustee Fees due to the Indenture Trustee hereunder and the
Management Fee due to the Manager under the Management Agreement, but excluding any such amounts
that constitute Operating Expenses, and (b) all fees and expenses (but not reimbursement or
indemnification obligations) payable to the Liquidity Facility Providers in connection with the
Liquidity Facilities.



     “Services Standard” has the meaning assigned thereto in Section 3.1 of the Management
Agreement.



     “Servicing Agreement” means the Marks Servicing Agreement.



     “Similar Law” has the meaning given to such term in Section 2.11(f) hereof.



     “Sold Railcars” has the meaning given to such term in Section 5.03(a)(iii)(D) hereof.



ANNEX A




Page 33









 








     “Special Rating Agency Confirmation” means with respect to any request, action, event
or circumstance, written confirmation by the Rating Agency that fulfillment of such request or the
taking of the requested action, or the occurrence of such event or circumstance, will not itself
cause the Rating Agency to downgrade or withdraw its then-current rating assigned to any of the
Equipment Notes.



     “Stated Interest” means, with respect to any Equipment Note, interest payable on such
Equipment Note at the Stated Rate for such Equipment Note.



     “Stated Interest Amount” means, with respect to any Series of Equipment Notes (or
Class thereof), that amount of Stated Interest due and payable on such Series of Equipment Notes
(or Class thereof) on a Payment Date, including any Stated Interest due and payable on a prior
Payment Date that was not paid on such Payment Date, as described in the last sentence of Section
3.04(c) hereof.



     “Stated Interest Shortfall” has the meaning given to such term in Section 3.10(d)
hereof.



     “Stated Rate” means, as specified in the related Series Supplement, the rate of
interest payable on a specific Equipment Note of the related Series or Class.



     “STB” means the Surface Transportation Board of the United States Department of
Transportation or any successor thereto.



     “Stock” means all shares of capital stock, all beneficial interests in trusts, all
partnership interests (general or limited) in a partnership, all membership interests in limited
liability companies, all ordinary shares and preferred shares and any options, warrants and other
rights to acquire such shares or interests, as applicable.



     “SUBI Certificate” means, with respect to Railcars that are conveyed to the Issuer
from time to time so as to become Portfolio Railcars and that bear Trinity Marks, a SUBI
Certificate evidencing a SUBI interest in such Trinity Marks under the Marks Company Trust
Agreement.



     “Subordinated Hedge Payment” means (i) a payment on account of a Hedge Termination
Value owed by the Issuer as a result of an early termination of a Hedge Agreement following an
event of default or termination event in relation to which the Hedge Provider is the defaulting
party or the sole affected party (except in the case of a termination event related to illegality
or a termination event related to a tax event) and (ii) any Hedge Partial Termination Value payable
by the Issuer as to which Special Rating Agency Confirmation has not been received.



     “Subsidiary” means, as to any Person, a corporation, partnership, limited liability
company or other entity of which shares of stock or other ownership interests having ordinary
voting power (other than stock or such other ownership interests having such power only by reason
of the happening of a contingency) to elect a majority of the board of directors or other managers
of such corporation, partnership, limited liability company or other entity are at the time owned,
or the management of which is otherwise controlled, directly or indirectly through one or more
intermediaries, or both, by such Person.



ANNEX A




Page 34









 








     “Successor Administrator” has the meaning assigned thereto in Section 4(d) of the
Administrative Services Agreement.



     “Successor Insurance Manager” has the meaning assigned to such term in Section 6.3(b)
of the Insurance Agreement.



     “Successor Manager” has the meaning assigned to such term in Section 8.6 of the
Management Agreement.



     “Supplier” means the Person that supplies or installs a Required Modification or
Optional Modification and to whom payment for the Purchase Price of such Required Modification or
Optional Modification is to be made.



     “Supporting Obligation” means all “supporting obligations” as defined in Article 9 of
the UCC.



     “Tax” and “Taxes” mean any and all taxes, fees, levies, duties, tariffs,
imposts, and other charges of any kind (together with any and all interest, penalties, loss,
damage, liability, expense, additions to tax and additional amounts or costs incurred or imposed
with respect thereto) imposed or otherwise assessed by the United States or by any state, local or
foreign government (or any subdivision or agency thereof) or other taxing authority, including,
without limitation: taxes or other charges on or with respect to income, franchises, windfall or
other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social
security, workers’ compensation, unemployment compensation, or net worth and similar charges; taxes
or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added,
taxes on goods and services, gains taxes, license, registration and documentation fees, customs
duties, tariffs, and similar charges.



     “Third Party Event” has the meaning given to such term in Section 5.04 hereof.



     “TILC” means Trinity Industries Leasing Company, a Delaware corporation.



     “TILC Agreements” means the Operative Agreements to which TILC is or will be a Party.



     “TILC Fleet” means all Railcars owned, leased or managed by TILC as of any date of
determination but excluding the Portfolio Railcars.



     “Total Loss” means, with respect to any Railcar (a) if the same is subject to a Lease,
an Event of Loss (as defined in such Lease) or the like (however so defined); or (b) if the same is
not subject to a Lease, (i) its actual, constructive, compromised, arranged or agreed total loss,
(ii) its destruction, damage beyond economic repair or being rendered unfit for commercial use for
any reason whatsoever, (iii) its requisition for title, confiscation, restraint, detention,
forfeiture or any compulsory acquisition or seizure or requisition for hire (other than a
requisition for hire for a temporary period not exceeding 180 days) by or under the order of any
government (whether civil, military or de facto) or public or local authority or (iv) its
hijacking, theft or disappearance, resulting in loss of possession by the owner or operator thereof
for a period of ninety (90) consecutive days or longer. A Total Loss with respect to any Railcar
shall be deemed



ANNEX A




Page 35









 







to occur on the date on which such Total Loss is deemed pursuant to the relevant
Lease to have occurred or, if such Lease does not so deem or the relevant Railcar is not subject to
a Lease, (A) in the case of an actual total loss or destruction, damage beyond economic repair or
being rendered permanently unfit, the date on which such loss, destruction, damage or rendering
occurs (or, if the date of loss or destruction is not known, the date on which the relevant Railcar
was last heard of); (B) in the case of a constructive, compromised, arranged or agreed total loss,
the earlier of (1) the date 30 days after the date on which notice claiming such total loss is
issued to the insurers or brokers and (2) the date on which such loss is agreed or compromised by
the insurers; (C) in the case of requisition for title, confiscation, restraint, detention,
forfeiture, compulsory acquisition or seizure, the date on which the same takes effect; (D) in the
case of a requisition for hire, the expiration of a period of 180 days from the date on which such
requisition commenced (or, if earlier, the date upon which insurers make payment on the basis of a
Total Loss); or (E) in the case of clause (iv) above, the final day of the period of 90 consecutive
days referred to therein.




     “Trinity” means Trinity Industries, Inc., a Delaware corporation.



     “Trinity Marks” means the Marks owned by the Marks Company designated “NKCR”, “TILX”
and “TIMX.”



     “TRIP Holdings” means TRIP Rail Holdings LLC, a Delaware limited liability company.



     “TRIP Leasing” means TRIP Rail Leasing LLC, a Delaware limited liability company.



     “TRIP Leasing Agreements” means the Operative Agreements to which TRIP Leasing is or
will be a party.



     “UCC” means the Uniform Commercial Code as enacted in the State of New York, or when
the context implies, the Uniform Commercial Code as in effect from time to time in any other
applicable jurisdiction.



     “Unit Inspection” has the meaning given to such term in Section 5.04(y)(i) hereof.



     “United States Person” and “U.S. Person” have the meanings given to such terms
in Regulation S under the Securities Act.



     “Unrestricted Book-Entry Note” shall have the meaning given to such term in Section
2.01(c)(iv) hereof, the form of which shall be substantially in the form of the applicable Note
Form for such Equipment Note, with the legends required by Section 2.02 hereof for an Unrestricted
Book-Entry Note inscribed thereon.



     “U.S. GAAP” means generally accepted accounting principles in the United States, as in
effect from time to time.



     “U.S. Government Obligations” has the meaning given to such term in Section 12.02(a)
hereof.



ANNEX A




Page 36









 








     “Wilmington Funds” means service shares of the Money Market Portfolios of WT Mutual
Fund, a mutual fund for which Wilmington Trust Company serves as custodian and Rodney Square
Management Corp., an affiliate of Wilmington Trust Company, serves as investment advisor or other
available fund comprised of shares in any money market mutual fund registered under the Investment
Company Act of 1940, as amended, that is rated in the highest rating category by any of Moody’s or
S&P.



     “WTC” means Wilmington Trust Company, a Delaware trust company.



ANNEX A




Page 37









 








SCHEDULE 1


ACCOUNT INFORMATION




     1) Collections Account –



     2) Expense Account –



     4) Liquidity Reserve Account –



     5) Mandatory Replacement Account –



     6) Optional Reinvestment Account –



SCHEDULE 1




Page 1









 








EXHIBIT A-1




FORM OF CERTIFICATE TO BE GIVEN BY NOTEHOLDERS




Euroclear

151 Boulevard Jacqmain

B-1210 Brussels, Belgium




Clearstream Banking, société anonyme

f/k/a CedelBank, société anonyme

67 Boulevard Grand-Duchesse Charlotte

L-1331 Luxembourg





			
	Re:	 	Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered
Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ],
between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the
“Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011, between the
Issuer and the Indenture Trustee.





     This is to certify that as of the date hereof, and except as set forth below, the beneficial
interest in the Offered Notes held by you for our account is owned by persons that are not U.S.
persons (as defined in Rule 902 under the Securities Act of 1933, as amended).



     The undersigned undertakes to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Offered Notes held by you in which
the undersigned has acquired, or intends to acquire, a beneficial interest in accordance with your
operating procedures if any applicable statement herein is not correct on such date. In the
absence of any such notification, it may be assumed that this certification applies as of such
date.



     This certification excepts beneficial interests in and does not relate to U.S. $________
principal amount of the Offered Notes appearing in your books as being held for our account but
that we have sold or as to which we are not yet able to certify.



     We understand that this certification is required in connection with certain securities laws
in the United States of America. If administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification or a copy thereof to any interested party in such
proceedings.



	 	 	 	 	 
	 	 	 
	Dated: * 
	By:  	 	, 
	 	 	Account Holder 	 
	 	 	 	 
	 



EXHIBIT A-1




Page 1









 










 




			
	* 	 	Certification must be dated on or after the 15th day before the date of the Euroclear or
Clearstream certificate to which this certification relates.





EXHIBIT A-1




Page 2









 








EXHIBIT A-2



FORM OF CERTIFICATE

TO BE GIVEN BY EUROCLEAR OR CLEARSTREAM




Wilmington Trust Company,

as Indenture Trustee and Note Registrar

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration





			
	Re:	 	Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered
Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ],
between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the
“Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011, between the
Issuer and the Indenture Trustee.






     This is to certify that, based solely on certifications we have received in writing, by tested
telex or by electronic transmission from member organizations appearing in our records as persons
being entitled to a portion of the principal amount set forth below (our “Member Organizations”) as
of the date hereof, $________ principal amount of the Offered Notes is owned by persons (a) that
are not U.S. persons (as defined in Rule 902 under the Securities Act of 1933, as amended (the
“Securities Act”)) or (b) who purchased their Offered Notes (or interests therein) in a transaction
or transactions that did not require registration under the Securities Act.



     We further certify (a) that we are not making available herewith for exchange any portion of
the related Regulation S Temporary Book-Entry Note excepted in such certifications and (b) that as
of the date hereof we have not received any notification from any of our Member Organizations to
the effect that the statements made by them with respect to any portion of the part submitted
herewith for exchange are no longer true and cannot be relied upon as of the date hereof.



     We understand that this certification is required in connection with certain securities laws
of the United States of America. If administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification or a copy hereof to any interested party in such
proceedings.



EXHIBIT A-2




Page 1









 








	 	 	 	 	 
	Date:
 
	Yours faithfully,

 	 
	 	By:  	 	 
	 	 	Morgan Guaranty Trust Company of 	 
	 	 	New York, Brussels Office, as Operator
of the Euroclear Clearance System
Clearstream, société anonyme 	 
	 


EXHIBIT A-2




Page 2









 








EXHIBIT A-3



FORM OF CERTIFICATE TO DEPOSITORY REGARDING INTEREST




Euroclear

151 Boulevard Jacqmain

B-1210 Brussels, Belgium




Clearstream Banking, société anonyme

f/k/a CedelBank, société anonyme

67 Boulevard Grand-Duchesse Charlotte

L-1331 Luxembourg





	 	Re: 	 	 Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered
Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ],
between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the
“Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended,
restated or otherwise modified from time to time, the “Master Indenture”), between
the Issuer and the Indenture Trustee. (Capitalized terms used but not defined herein
shall have the meanings given to them in the Master Indenture).





     This letter relates to $[________] principal amount of the Offered Notes that are held in the
form of a beneficial interest in the Regulation S Temporary Book-Entry Note (CUSIP No. [       ]) through [insert name of Depository] by the undersigned (the “Holder”) in the name of
[insert name of Participant]. The Holder of such Regulation S Temporary Book-Entry Note hereby
requests the receipt of payment of interest installments due and payable [on the applicable Payment
Date] pursuant to Section 2.05 of the Master Indenture.



     The Holder hereby represents and warrants that it (i) is not a U.S. person and (ii) does not
hold the above-referenced Regulation S Temporary Book-Entry Note for the account or benefit of a
U.S. person (other than a distributor). Terms in this sentence have the meanings given to them in
Regulation S under the Securities Act of 1933, as amended.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Paying Agent.



	 	 	 	 	 
	 	[Name of Holder]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT A-3




Page 1









 








EXHIBIT A-4

FORM
OF DEPOSITORY CERTIFICATE REGARDING INTEREST




[____________], as Paying Agent

[Address]





	 	Re: 	 	 Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered
Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ],
between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the
“Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended,
restated or otherwise modified from time to time, the “Master Indenture”), between
the Issuer and the Indenture Trustee. (Capitalized terms used but not defined herein
shall have the meanings given to them in the Master Indenture).





     This letter relates to $__________ principal amount of Offered Notes that are held in the form
of a beneficial interest in the Regulation S Temporary Book-Entry Note (CUSIP No. [     ]) through [insert name of Depository] by the undersigned (the “Holder”) in the name of [insert
name of Participant]. Certain Holders of the beneficial interests in such Regulation S Temporary
Book-Entry Note have requested the receipt of payment of interest installments due and payable [on
the applicable Payment Date] pursuant to Section 2.05 of the Master Indenture.



     We have received from such Holders certifications to the effect that they (i) are not U.S.
persons and (ii) do not hold the above-referenced Regulation S Temporary Book-Entry Note for the
account or benefit of U.S. persons (other than distributors). Terms in this sentence have the
meanings given to them in Regulation S under the Securities Act of 1933, as amended.



     Accordingly, the Holders of the beneficial interests in the Regulation S Temporary Book-Entry
Note are entitled to receive interest, principal and premium, if any, in accordance with the terms
of the Master Indenture in the amount of $__________.



	 	 	 	 	 
	 	Morgan Guaranty Trust Company of New York, Brussels Office, as Operator of the
Euroclear Clearance System Clearstream, société anonyme

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT A-4




Page 1









 








EXHIBIT A-5



FORM OF TRANSFER CERTIFICATE FOR EXCHANGE

OR TRANSFER FROM 144A BOOK-ENTRY NOTE

TO REGULATION S BOOK-ENTRY NOTE




Wilmington Trust Company,

as Indenture Trustee and Note Registrar

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration





	 	Re: 	 	 Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered
Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ],
between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the
“Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended,
restated or otherwise modified from time to time, the “Master Indenture”), between
the Issuer and the Indenture Trustee. (Capitalized terms used but not defined
herein shall have the meanings given to them in the Master Indenture).





     This letter relates to U.S. $__________ principal amount of Offered Notes that are held as a
beneficial interest in the 144A Book-Entry Note (CUSIP No. [     ]) with DTC in the name
of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or
transfer of the beneficial interest for an interest in the Regulation S Book-Entry Note (CUSIP No.
[      ]) to be held with [Euroclear] [Clearstream] through DTC.



     In connection with the request and in receipt of the Offered Notes, the Transferor does hereby
certify that the exchange or transfer has been effected in accordance with the transfer
restrictions set forth in the Master Indenture and the Offered Notes and:



     (a) pursuant to and in accordance with Regulation S under the Securities Act of 1933, as
amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:




     (i) the offer of the Offered Notes was not made to a person in the United States of
America,




     (ii) either (A) at the time the buy order was originated, the transferee was outside
the United States of America or the Transferor and any person acting on its behalf
reasonably believed that the transferee was outside the United States of America, or (B)
the transaction was executed in, on or through the facilities of a designated offshore
securities market and neither the Transferor nor any person acting on its behalf knows that
the transaction was pre-arranged with a buyer in the United States of America,




     (iii) no directed selling efforts have been made in contravention of the requirements
of Rule 903 or 904 of Regulation S, as applicable, and the other conditions of Rule 903 or
Rule 904 of Regulation S, as applicable, have been satisfied and



EXHIBIT A-5




Page 1









 









     (iv) the transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act, and



     (b) with respect to transfers made in reliance on Rule 144A under the Securities Act, the
Transferor does hereby certify that the Notes are being transferred in a transaction permitted by
Rule 144A under the Securities Act.



     This certification and the statements contained herein are made for your benefit and the
benefit of Issuer.



	 	 	 	 	 
	Dated:   
	[Insert name of Transferor]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT A-5





Page 2











 





EXHIBIT A-6




FORM OF INITIAL PURCHASER EXCHANGE INSTRUCTIONS



Depository Trust Company

55 Water Street

50th Floor

New York, New York 10041




	 	 	 	 	 

	 

	 	Re:
	 	Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered
Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ], between
TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the “Indenture
Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended, restated or
otherwise modified from time to time, the “Master Indenture”), between the Issuer and
the Indenture Trustee.






     Pursuant to Section 2.07 of the Master Indenture, [insert name of Initial Purchaser] (the
“Purchaser”) hereby requests that $__________ aggregate principal amount of the Offered Notes held
by you for our account and represented by the Regulation S Temporary Book-Entry Note (CUSIP No. [
]) (as defined in the Master Indenture) be exchanged for an equal principal amount
represented by the 144A Book-Entry Note (CUSIP No. [ ]) to be held by you for our
account.



	 	 	 	 	 	 
	Dated :
	 	[Insert name of Purchaser] 	 
	 	 	as Purchaser
 	 
	 	 	By:  	 	 
	 	 	 	Title: 	 
	 	 	 	 	 
	 



EXHIBIT A-6



Page 1









 





EXHIBIT A-7




FORM OF CERTIFICATE TO BE GIVEN BY TRANSFEREE OF

BENEFICIAL INTEREST IN A REGULATION S TEMPORARY BOOK ENTRY NOTE



Euroclear

151 Boulevard Jacqmain

B-1210 Brussels, Belgium



Clearstream Banking, société anonyme

f/k/a CedelBank, société anonyme

67 Boulevard Grand-Duchesse Charlotte

L-1331 Luxembourg




	 	 	 	 	 

	 

	 	Re:
	 	Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered
Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ],
between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the
“Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended,
restated or otherwise modified from time to time, the “Master Indenture”), between
the Issuer and the Indenture Trustee.






     This is to certify that as of the date hereof, and except as set forth below, for purposes of
acquiring a beneficial interest in the Offered Notes, the undersigned certifies that it is not a
U.S. person (as defined in Rule 902 under the Securities Act of 1933, as amended).



     The undersigned undertakes to advise you promptly by tested telex on or prior to the date on
which you intend to submit your certification relating to the Offered Notes held by you in which
the undersigned intends to acquire a beneficial interest in accordance with your operating
procedures if any applicable statement herein is not correct on such date. In the absence of any
such notification, it may be assumed that this certification applies as of such date.



     We understand that this certification is required in connection with certain securities laws
in the United States of America. If administrative or legal proceedings are commenced or
threatened in connection with which this certification is or would be relevant, we irrevocably
authorize you to produce this certification or a copy thereof to any interested party in such
proceedings.




	 	 	 	 	 	 
	Dated :
	 	[Insert name of Transferee] 	 
	 	 	 	 
	 	 	By:  	 	 
	 	 	 	Name: 	 
	 	 	 	Title: 	 
	 




EXHIBIT A-7



Page 1









 





EXHIBIT A-8




FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER FROM

UNRESTRICTED BOOK-ENTRY NOTE TO 144A BOOK-ENTRY NOTE



Wilmington Trust Company,

as Note Registrar

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration




TRIP Rail Master Funding LLC,

as Issuer

2525 Stemmons Freeway

Dallas, TX 75207




	 	 	 	 	 

	 

	 	Re:
	 	Series 20[ ] Secured Railcar Equipment Notes, Class [ ] (the “Offered
Notes”) issued pursuant to the Series 20[ ] Supplement dated as of [ ],
between TRIP Rail Master Funding LLC (“Issuer”) and Wilmington Trust Company (the
“Indenture Trustee”), to the Master Indenture, dated as of July 6, 2011 (as amended,
restated or otherwise modified from time to time, the “Master Indenture”), between
the Issuer and the Indenture Trustee. (Capitalized terms used but not defined herein
shall have the meanings given to them in the Master Indenture).






     This letter relates to U.S. $________ principal amount of Offered Notes that are held as a
beneficial interest in the Regulation S Book-Entry Note (CUSIP No. [  ]) with DTC in
the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an
exchange or transfer of the beneficial interest for an interest in the 144A Book-Entry Note (CUSIP
No. [  ]) to be held with [Euroclear] [Clearstream] through DTC.



     In connection with the request and in receipt of the Offered Notes, the Transferor does hereby
certify that the exchange or transfer has been effected in accordance with the transfer
restrictions set forth in the Master Indenture and the Offered Notes are being transferred in a
transaction permitted by Rule 144A under the Securities Act [to a transferee that the Transferor
reasonable believes is purchasing such Offered Notes for its own account or an account with respect
to which the transferee exercises sole investment discretion and the transferee and any such
account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act].



     This certification and the statements contained herein are made for your benefit and the
benefit of Issuer.



EXHIBIT A-8



Page 1









 





	 	 	 	 	 	 
	Dated :
	 	[Insert name of Transferee] 	 
	 	 	
 	 
	 	 	By:  	 	 
	 	 	 	Name: 	 
	 	 	 	Title: 	 
	 





EXHIBIT A-8



Page 2









 





EXHIBIT B




FORM OF INVESTMENT LETTER TO BE DELIVERED IN CONNECTION WITH

TRANSFERS TO NON-QIB ACCREDITED INVESTORS



_____________, _____




Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, DE 19890-0001

Attention: Corporate Trust Administration




Ladies and Gentlemen:





     In connection with our proposed purchase of $_______ of the Series 20[ ] Secured Railcar
Equipment Notes, Class [ ] (the “Notes”) issued by TRIP Rail Master Funding LLC (“Issuer”), we
confirm that:



     (i) we have received a copy of the final offering circular, dated June 29, 2011 (the “Offering
Circular”), relating to the Notes and such other information as we deem necessary in order to make
our investment decision. We acknowledge that we have read and agree to the matters stated under
the caption “TRANSFER RESTRICTIONS” in such Offering Circular, and the restrictions on duplication
or circulation of, or disclosure relating to, such Offering Circular;



     (ii) we understand that any subsequent transfer of the Notes is subject to certain
restrictions and conditions set forth in the Master Indenture dated as of July 6, 2011 (as amended,
restated or otherwise modified from time to time, the “Master Indenture”) between the Issuer and
Wilmington Trust Company (the “Indenture Trustee”) relating to the Notes, and that any subsequent
transfer of the Notes is subject to certain restrictions and conditions set forth under “TRANSFER
RESTRICTIONS” in the Offering Circular and we agree to be bound by, and not to resell, pledge or
otherwise transfer the Notes except in compliance with, such restrictions and conditions and the
Securities Act of 1933, as amended (the “Securities Act”);



     (iii) we understand that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we sell any Notes, we will do so only (A) to the Issuer, (B) in
accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined
therein), (C) to an “Institutional Accredited Investor” (as defined below) that, prior to such
transfer, furnishes to the Indenture Trustee a signed letter containing certain representations and
agreements relating to the restrictions on transfer of the Notes (substantially in the form of this
letter), (D) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S
under the Securities Act, (E) pursuant to the exemption from registration provided by Rule 144
under the Securities Act (if available), (F) pursuant to another applicable exemption from
registration under the Securities Act, provided we provide an opinion of counsel acceptable to the
Issuer or (G) pursuant to an effective registration statement under the Securities Act, and we



EXHIBIT B



Page 1









 




further agree to provide to any person purchasing any of the Notes from us a notice advising
such purchaser that resales of the Notes are restricted as stated herein;




     (iv) we (or any account for which we are exercising sole investment discretion) are an
“Institutional Accredited Investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act) and have such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any
accounts for which are acting are each able to bear the economic risk of our or its investment for
an indefinite period of time;



     (v) we are acquiring Notes for or own account (or an account for which we are exercising sole
investment discretion) for investment and not with a view to any distribution thereof in a
transaction that would violate the Securities Act or the securities laws of any state of the United
States or any other applicable jurisdiction; provided that the disposition of our property and the
property of any accounts (each of which is an Institutional Accredited Investor) for which we are
acting as fiduciary shall remain at all times within our control;



     (vi) we represent and warrant with respect to any Notes that either (i) no assets of a Plan
(as defined in the Offering Circular) have been used to purchase the Notes or (ii) one or more
statutory or administrative exemptions applies so that the use of such Plan assets to purchase and
hold the Notes will not constitute a non-exempt Prohibited Transaction (as defined in the Offering
Circular); and



     (vii) We understand that, on any proposed resale of any Notes, we will be required to furnish
to the Indenture Trustee and the Issuer such certifications, legal opinions and other information
as the Indenture Trustee and Issuer may reasonably require in order to confirm that the proposed
sale complies with the foregoing restrictions. We further understand that the Notes purchased by
us will bear a legend substantially to the foregoing effect.



     Terms used in this letter and not defined shall have the meanings assigned in the Offering
Circular.



     The Issuer, the Initial Purchasers and the Indenture Trustee are entitled to rely upon this
letter and are irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceeding or official inquiry with respect to the matters
covered hereby.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	By:  	 	 
	 	 	Name: 	 	 
	 	 	Title: 	 	 
	 	 	Address: 	 	 
	 



EXHIBIT B




Page 2











 





EXHIBIT C-1

FORM OF MONTHLY REPORT




			
	 	 	 
	TRIP Rail Master Funding LLC
	 	CONFIDENTIAL


	Monthly Servicer Report for Calculation Date:


	 	 
	FLOW OF FUNDS
	 	 






	 	 	 	 	 

	Collection Account ++ Funds Available for Distribution
	 	 	 	 
	 
	Collection Account Balance
	 	 	—	 
	 
	 	 	 
	Funds Available from:
	 	 	—	 
	Monthly Rent
	 	 	—	 
	Railroad Mileage Credits
	 	 	—	 
	Net Cash Proceeds of Asset Dispositions (other than Casualties and Condemnations)
	 	 	—	 
	Casualty Proceeds
	 	 	—	 
	Sale Proceeds
	 	 	—	 
	Pass-Thru Amount Received
	 	 	—	 
	Interest
Deposited from earnings on the Collection Account and accounts
	 	 	—	 
	Other Deposits to Collection Account
	 	 	—	 
	Interest on Liquidity Reserve Account
	 	 	—	 
	Released from the Liquidity Recent Account
	 	 	—	 
	 
	 	 	 	 
	Total Available for Distribution
	 	 	—	 
	 
	 
	 	 	 	 
	Distribution of Available Funds
	 	 	 	 
	 






	 	 	 	 	 	 	 	 	 	 	 	 	 

	1 Required Expense Amount
	 	 	 	 	 	 	 	 	 	 	 	 
	To the payment of current Operating Expenses at the Payment Date
	 	 	 	 	 	 	 	 	 	 	—
	 
	Required Expense Reserve
	 	 	 	 	 	 	 	 	 	 	—
	Current Balance of Expense Account
	 	 	 	 	—	 	 	 	 	 	 	 
	Balance of Expense Account after Required Expense Reserve
	 	 	 	 	—	 	 	 	 	 	 	 
	 
	2 To the payment of Service Provider Fees
	 	 	 	 	 	 	 	 	 	 	 	 
	To the payment of the Manager
	 	 	 	 	 	 	 	 	 	 	—
	To the payment of the insurance Manager
	 	 	 	 	 	 	 	 	 	 	—
	To the payment of the Indenture Trustee
	 	 	 	 	 	 	 	 	 	 	—
	To the payment of the Administrator
	 	 	 	 	 	 	 	 	 	 	—
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	—
	 
	3 Manager Advances
	 	 	 	 	 	 	 	 	 	 	 	 
	To the repayment of any outstanding Manager Advances
	 	 	 	 	 	 	 	 	 	 	—
	To the payment of any interest accrued on outstanding Manager
Advances
	 	 	 	 	 	 	 	 	 	 	—
	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	4 Interest Amount
	 	 	 	 	 	 	 	 	 	 	 	 
	(i) Class A1a interest amount
	 	 	 	 	 	 	—	 	 	 	 	 
	Class A1b interest amount
	 	 	 	 	 	 	—	 	 	 	 	 
	Class A2 interest amount
	 	 	 	 	 	 	—	 	 	 	 	 
	(ii) interest owed to Liquidity Facility Provider
	 	 	 	 	 	 	—	 	 	 	 	 
	(iii) Senior Hedge Payment
	 	 	 	 	 	 	—	 	 	 	 	 
	(iv) indemnification obligations payable to Liquidity
Facility Provider
	 	 	 	 	 	 	—	 	 	 	 	 
	Scheduled Principal Payment Amount for Current Period
	 	 	 	 	 	 	 	 	 	 	—
	 
	5 Liquidity Reserve Account
	 	 	 	 	 	 	 	 	 	 	 	 
	(i) Repay principal
amounts drawn under each Liquidity Facility
	 	 	 	 	 	 	 	 	 	 	 	 
	(ii) Period Interest on Equipment Notes
	 	$	 	 	—	 	(9 mos current interest payment)	 	 	 	 	 
	Liquidity Reserve Target Balance
	 	$	 	 	—	 	 	 	 	 	 	 	 	 
	Current Liquidity Reserve Account Balance
	 	 	 	 	 	$	—	 	 	 
	Deposit to or release from Liquidity Reserve Account
	 	 	 	 	 	 	 	 	 	 	—
	 
	6 Scheduled Principal Payment Amounts
	 	 	 	 	 	 	 	 	 	TRIP Rail Master Funding LLC
	 
	 	 	 	 	 	 	 	 	 	Monthly Report for the period
	 
	 	 	 	 	 	 	 	 	 	                  to                  






EXHIBIT C-1





Page 1











 





			
	TRIP Rail Master Funding LLC
	 	 CONFIDENTIAL
	 
	Monthly Service Report for Calculation Date:	 	 






FLOW OF FUNDS




	 	 	 	 	 	 	 	 	 

	Class A1a Scheduled Principal Payment Amount
	 	 	—	 	 	 	 	 
	Class A1b Scheduled Principal Payment Amount
	 	 	—	 	 	 	 	 
	Class A2 Scheduled Principal Payment Amount
	 	 	—	 	 	 	 	 
	Scheduled Principal Payment Amount for Current Period
	 	 	 	 	 	 	—	 
	7 Payment of Outstanding Principal of Rapid Amortization Notes
	 	 	 	 	 	 	—	 
	8 Early Amortization Event
	 	 	 	 	 	 	 	 
	If an Early Amortization Event shall have occurred and be continuing, an amount
equal to the then Outstanding Principal Balance of the Equipment Notes
	 	 	— 	 	 	 	—	 
	9
Additional Interest Amounts
	 	 	 	 	 	 	—	 
	10 Redemption or Early Prepayment Premium to Note Holders
	 	 	 	 	 	 	—	 
	11 Subordinated Hedge Payments
	 	 	 	 	 	 	—	 
	12 Issuer Indemnities payable to the Purchaser
	 	 	 	 	 	 	—	 
	13 Manager Reimbursement of Optional Modification Expenses
	 	 	 	 	 	 	—	 
	14 Excess Cash
	 	 	 	 	 	 	 	 
	To be distributed to the sale Member
	 	 	 	 	 	$	—	 





Dated                     




	 	 	 	 	 
	 	Trinity Industries Leasing Company      as Manager

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 	 
	 



TRIP Rail Master Funding LLC

Monthly Report for the period

                     to                     




EXHIBIT C-1



Page 2
















 





	 	 	 

	TRIP
Rail Master Funding LLC

	 	CONFIDENTIAL
	 
	 	 
	Monthly Service Report                     
	 	 
	 
	PORTFOLIO CHARACTERISTICS-after giving effect to all payments
	 	 






	 	 	 	 	 	 
	current Loan to value	 	 	 	 	 
	 
	Current
outstanding principle balance Equipment Notes
	 	 	—	 	(a)
	 
	 	 	 	 	 
	Adjusted
value of the Portfolio Railcars
	 	 	—	 	 
	Amounts on Deposit in the optional Reinvestments Acct
	 	 	—	 	 
	Amounts on Deposit in the Mandatory Replacements Acct
	 	 	—	 	 
	 
	 	 	—	 	(b)
	 
	 	 	 	 	 
	Initial
Aggregate Principal Amt of the Equipments Notes
	 	 	—	 	(c1)
	Initial
Appraised value of all Portfolio Railcars then owned by the Issuer
	 	 	—	 	(c3)
	 
	 	 	 	 	 
	 	Current Loan to Value	 	0.00%	 	(a/b)
	 	 
	 	 	 	 
	 	Initial Loan to value	 	0.00%	 	(c1+c2)/c3
	 
	 	 	 	 	 
	Outstanding
Principal Balance On Notes
	 	 	 	 	 
	 
	 
	 	 	 	 	 
	Outstanding Principal Balance of Equipment Notes at Current Payment Date
	 	 	—	 	 
	 
	 	 	 	 	 
	Scheduled
Targeted Principal Balance
	 	 	—	 	 
	 
	 	 	 	 	 
	Debt
Service Coverage Ration
	 	 	 	 	 
	 
	 
	 	 	 	 	 
	Sum of
collection for last six consecutive collection Periods
	 	 	—	 	(a)
	 
	 	 	 	 	 
	Cumulative amount deposited to the expense Account during six preceding collection periods
	 	 	—	 	(b1)
	Cumulative amount of Required Expense payments made to manager during six preceding collection periods
	 	 	—	 	(b2)
	Sum of
service provider Fees paid during the last six consecutive collection periods
	 	 	—	 	(c)
	Sum of
deposits to the Liquidity Reserve during six preceding collection periods
	 	 	—	 	(d)
	 
	 	 	 	 	 
	Principal
Payment current Month 1 
	—	 	 	 	 
	Principal
Payment prior Month 2
	—	 	 	 	 
	Principal
Payment prior Month 3 
	—	 	 	 	 
	Principal
Payment prior Month 4 
	—	 	 	 	 
	Principal
Payment prior Month 5 
	—	 	 	 	 
	Principal
Payment prior Month 6 
	—	 	 	 	 
	 
	 	 	 	 	 
	Aggregate
amount of principal payment over the last six payment dates
	 	 	—	 	(e)
	Aggregate
required to reduce the principal balance to the scheduled Targeted
Principal Balance
	 	 	—	 	(e1)
	 
	 	 	 	 	 
	Aggregate
amount Interest payable over the last six payment dates
	 	 	—	 	(f)
	 
	 	 	 	 	 
	Debt
Service Coverage Ratio
	 	 	—	 	(a-(b1+b2+c+d))/(e+e1+f)
	 
	 	 	 	 	 
	Early
Amortization Threshold
	 	 	 	 	 
	 
	Current
Debt Service Coverage Ratio
	 	 	—	 	 
	 
	 	 	 	 	 
	Early
Amortization Threshold Requirement
	 	 	1.05	 	 
	 
	 	 	 	 	 
	Monthly
Utilization Rate as of the calculation Date
	 	 	100	% 	 
	 
	 	 	 	 	 
	Early
Amortization Threshold Requirement
	 	 	80	% 	 
	 
	 	 	 	 	 
	A Manger
Termination Event has occurred
	 	 	No	 	 
	 
	 	 	 	 	 
	No Early
Amortization Requirement at this time
	 	 	 	 	 






TRIP Rail Funding LLC

Monthly Report for the Period

_______ to _______




EXHIBIT
C-1

Page 3

















 





TRIP Rail Master Funding LLC

Payment Date Schedule as of the Calculation Date




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Account Number	 	 	 	 	 	 	Amount for	 
	Flow of funds Allocations	 	/Partner	 	 	Distribution	 	 	Distribution	 
	Collection Proceeds
	 	 	0	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Net proceeds
from Car Sale
	 	 	0	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	1 Required
Expense Amount 
	 	 	 	 	 	 	 	 	 	 	 	 
	
To the payment of manager

	 	 	 	 	 	 	 	 	 	 	 	 
	
Trinity Industries Leasing
Company Operating Account

	 	 	 	 	 	$	—	 	 	 	 	 
	To the Payment of the
Required Expense Account
	 	 	0	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2 Service Provider Fees 
	 	 	 	 	 	 	 	 	 	 	 	 
	
To the payment of the Manager 


	 	 	 	 	 	 	 	 	 	 	 	 
	
Trinity industries Leasing
Company Operating Account
	 	 	 	 	 	$	—	 	 	 	 	 
	To the payment of the
Indenture Trustee
	 	 	 	 	 	$	—	 	 	 	 	 
	To the payment of the
Administrator
	 	 	 	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3 Manager Advances 
	 	 	 	 	 	 	 	 	 	 	 	 
	
To the payment
of the manager 
	 	 	 	 	 	 	 	 	 	 	 	 
	
Trinity industries
Leasing Company Operating
Account
	 	 	 	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4 Interest Amount
	 	 	0	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	5 Liquidity Reserve Account
	 	 	0	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	6 Scheduled
Principal Payment Amount
	 	 	0	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	7 Principal Payment of
Rapid Amortization Notes
	 	 	 	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	8 Early Amortization Event
(Principal Payment to Noteholders)
	 	 	 	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	9 Additional
Interest Amounts
	 	 	 	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	10 Redemption or Early or
Prepayment Premium to Noteholders
	 	 	 	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	11 Subordinated Hodge Payments
	 	 	 	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	12 Issue Indemnities
Payable to the Purchaser
	 	 	 	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	13 Manager Reimbursements
of Optional Modification Expenses
	 	 	0	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	14 Release of Excess Funds 

TRIP Rail Holdings LLC Distribution
Account
	 	 	 	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL ALLOCATIONS
	 	 	 	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	TRMF Collection Account
	 	 	 	 	 	 	 	 	 	$	—	 





Trinity Industries Leasing Company Operating Account

Wire Instructions

   Chase Bank of Taxes

   ABA # 000. 000.000

   Account # 00000000000

   Ref: TRMF Distribution



TRIP Rail Master Funding LLC
Monthly Report for the period

                       
to                       




EXHIBIT C-1




Page 4











 





EXHIBIT C-2

FORM OF ANNUAL REPORT



TRIP Rail Master Funding LLC

Annual Concentration Limits Review

As of December 31,20##




	 	 	 	 	 
	Mexico Concentration Restriction
	 	 	 	 
	 
	 	 	 	 
	(A) Aggregate Adjusted Value of Portfolio Railcars
	 	$	—	 
	 
	(B) Aggregate Adjusted Value of Portfolio Railcars under lease to all Mexican Lessees
	 	$	—	 
	(as
defined in Annex A to Master indenture )
	 	 	 	 
	 
	Percentage of portfolio Railcars under lease to all Mexican Lessees (B/A)
	 	 	0	%
	(not to
exceed 20%)
	 	 	 	 
	 
	 	 	 	 
	Customer Concentration Limitation
	 	 	 	 
	 
	 	 	 	 
	(D) Aggregate Adjusted Value of Portfolio Railcars
	 	$	—	 
	 
	(E) Greatest Adjusted Value of Portfolio Railcars leased to an individual Lessee that has a rating of at least “BBB-” or “Baa3” from S&P or
Moody’s respectively (or at leased to an Affiliate of such a Person) 
	 	$	—	 
	 
	Percentage of Portfolio Railcars leased to an individual Lessee that has a rating of at least “BBB-” or “Baa3” from S&P or Moddy’s,respectively (or leased to an Affiliate of such a Person) (E/D)

	 	 	0	%
	(not to exceed 15%)
	 	 	 	 
	 
	(F) Greatest
Adjusted Value of Portfolio Railcars leased to an individual Lessee (or leases to an Affiliate thereof), regardless of rating (F / D)
	 	$	—	 
	 
	Percentage of Portfolio Railcars leased to an individual Lessee (or leased to an Affiliate thereof), regardless of rating 
	 	 	0	%





Additional Concentration Limits (if any) 




EXHIBIT C-2





Page 1











 





EXHIBIT D




FORM OF FULL SERVICE LEASE




TRINITY INDUSTRIES LEASING COMPANY

RAILROAD CAR LEASE AGREEMENT



     This AGREEMENT dated as of the ___ day of __________, 20_ (this “Agreement”), between TRINITY
INDUSTRIES LEASING COMPANY, a Delaware corporation, with its principal office at 2525 Stemmons
Freeway, Dallas, Texas 75207 (“TILC”, and whether as principal on behalf of itself as lessor or as
agent for the lessor as contemplated in Article 30, the “Lessor”) and ____________, a(n)
__________________ (corporation, limited liability company, limited partnership), with its
principal office at ____________, as lessee (“Lessee”).



     In consideration of the mutual terms and conditions hereinafter set forth, the parties hereto
hereby agree as follows:



ARTICLE 1




LEASE AGREEMENT



     Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, on the terms and
conditions set forth herein, the railroad cars (herein collectively called the “cars” and
separately a “car”) set out and identified in the Rider or Riders hereto and such additional Riders
as may from time to time be executed by the parties incorporating the terms of this Agreement.
Each Rider shall set forth a brief description of the car or cars covered thereby, including such
facts as the number of cars, the Association of American Railroads (“AAR”) or the United States
Department of Transportation (“DOT”)1 specifications, rent, the term throughout which
the car or cars shall remain in Lessee’s service and such other information as may be agreed by the
parties. Lessor and Lessee agree that each Rider hereto shall constitute a separate lease which
incorporates the terms of this Agreement. For the purposes of this Agreement, “Lease” shall mean
the lease transaction with respect to a particular car or cars evidenced by the related Rider
incorporating the terms of this Agreement. All cars leased pursuant to a Rider are subject to the
terms of this Agreement and such additional terms as are set forth in the Rider applicable thereto.
Each Rider shall be severable from any other cars or Riders relating to this Agreement and shall
become a separate Lease which is separately transferable for all purposes. It is the intent of all
parties to this Agreement to characterize this Agreement as a “true lease” (as distinguished from a
financing arrangement for the Lessee’s acquisition of ownership of the subject cars).





 




			
	1	 	Add “the Railway Association of Canada and the Transport Canada specifications” for Canadian leases.





EXHIBIT D





Page 1









 








ARTICLE 2




DELIVERY



     Lessor agrees to deliver or cause to be delivered to Lessee, each car being subjected to a
Lease pursuant to a Rider and Lessee agrees to accept such delivery and lease such cars under the
related Lease hereunder, in each case on the date and at the location specified in the related
Rider (and subject to any other delivery conditions or requirements that may be so specified) it
being understood the Lessee shall be responsible for any losses caused to the Lessor for Lessee’s
failure to accept delivery where the cars so delivered meet the conditions and requirement provided
in this Agreement. Each car shall be deemed to be delivered to the Lessee on the date upon which
it is received or otherwise deemed delivered pursuant to the related Rider, except that any car
which is already in Lessee’s service under a predecessor expiring agreement (other than this
Agreement) or a predecessor agreement being terminated in connection with the parties’ entering
into this Agreement shall be deemed delivered to Lessee hereunder immediately upon the expiration
or termination of such other agreement. Lessor shall be excused from any agreement to deliver the
subject cars, and Lessor shall not be liable, for any causes beyond the reasonable control of
Lessor (including, but not limited to, delays caused by fire, labor difficulties, delays of
carriers and materials suppliers, governmental authority, late delivery by the manufacturer of the
cars or late delivery by a prior lessee) and, in the event of a delay in such delivery, Lessor
shall deliver the cars to Lessee as soon as reasonably possible thereafter. Lessor shall also be
excused from any agreement to deliver the subject cars, and the Lessor shall have no resulting
liability to Lessee for failure to deliver, if prior to the delivery of the subject cars there
occurs a material adverse change in the condition (including but not limited to the financial
condition or prospects) of the Lessee (or any guarantor or co-obligor of Lessee, if applicable) or
any event which, in the good faith judgment of the Lessor would reasonably be expected to result in
such a material adverse change.



ARTICLE 3




CONDITION OF CARS — ACCEPTANCE



     All cars delivered hereunder shall be in satisfactory condition for movement in the normal
interchange of rail traffic and shall otherwise comply with the descriptions and specifications
contained in the applicable Rider. Lessee shall be solely responsible for determining that cars
are in proper condition for loading and shipment, except for those responsibilities which, under
applicable law, have been assumed by the railroads. Lessee shall inspect the cars promptly after
they are delivered and shall notify Lessor in writing within five days after delivery of its
rejection of any car, and the specific reasons for such rejection, which shall be limited to the
failure of the cars so delivered to comply with the first sentence of this Article 3. Failure by
the Lessee to so notify Lessor of rejection of any car within five days after delivery, or, if
earlier, the successful loading of such car, shall constitute acceptance of such car or cars, as
the case may be, by Lessee and shall be conclusive evidence of the fit and suitable condition of
such car or cars.



EXHIBIT D




Page 2









 





     If Lessee fails to accept any cars as a result of defects properly reported to Lessor, Lessor
shall be provided such additional time as is necessary to correct any such defects, except to the
extent that the parties may otherwise agree in writing at such time.



     Lessee’s acceptance, however and whenever effected, shall be deemed effective as of the
delivery date of a particular car. Such acceptance shall conclusively establish that such cars
conform to the applicable standards set forth in the Rider(s) and the Interchange Rules of the AAR
(the “Interchange Rules”).



ARTICLE 4




RENT



     Lessee agrees to pay to Lessor for the use of each car the monthly rent set forth in the Rider
applicable to such car from the date such car is delivered to Lessee, in accordance with Article 2,
until such car is returned to Lessor, as hereinafter provided in Article 17. Rent shall be payable
in U.S. Dollars and in advance on or before the first day of each calendar month (provided,
however, that the rent for each car for the month in which it is delivered shall be prorated for
the number of days, including the day of delivery, remaining in such month at a daily rate based
upon a 365 day year and shall be payable on or before the first day of the next succeeding month
together with the rent for such month). Rent shall be paid to Lessor by electronic funds transfer
to Trinity Leasing Customer Payment Account, Wilmington Trust Company, ABA # ________________,
Account # ____________, or at such other address as Lessor may specify by notice to Lessee. Except
as set forth in this Agreement (including without limitation, the provisions of Article 10) or a
related Rider rent shall be paid without deduction, abatement, set off or counterclaim and without
notice or demand.



     Late Rent — If Lessee has not paid rent or other amounts payable hereunder for a period of
longer than ten (10) days, Lessee shall pay Lessor, as additional rent, interest on such unpaid sum
from its due date to the date of payment by Lessee at the rate per annum equal to three percentage
points above the prime rate of JPMorgan Chase Bank (or its successor). Any costs incurred by
Lessor in collecting rent or any other sum of money due under this Agreement wrongfully withheld by
Lessee, including, but not limited to, reasonable attorneys’ fees, will be paid by Lessee.



     Holdover Rent — Until any car is returned to Lessor in the condition required hereunder after
an expiration or termination of the related Lease, Lessee shall continue to pay rent for such car
and to comply with all other payment and other obligations under this Agreement as though such
expiration or other termination had not occurred. If sixty (60) days after the expiration or other
termination of the related Lease, Lessee has not returned any car, Lessor may charge, and Lessee
shall pay Lessor upon demand, one hundred twenty-five (125%) of the rent for such car in effect
immediately prior to such expiration or termination of the Lease for such car. Nothing in this
Article 4 shall give Lessee the right to retain possession of any car after the expiration or other
termination of the Lease with respect to such car.



EXHIBIT D





Page 3









 








ARTICLE 5




MILEAGE ALLOWANCE



     Lessor shall collect all mileage earned by the cars during the lease term and shall credit to
the rent of Lessee such mileage earned by the cars while in the service of Lessee, as and when
received from the railroads according to, and subject to, all rules of the tariffs of the
railroads.



ARTICLE 6




TERM



     This Agreement shall be effective as dated and will expire upon the completion of the leasing
arrangement shown on the related Rider(s) of the last car or cars covered under a Lease hereunder.
The Lease term, with respect to each car covered by a particular Rider, shall commence on the first
day of the succeeding month after the delivery of the last car subject to the subject Lease, and
shall terminate as specified in such Rider, unless sooner terminated in accordance with the
provisions of this Agreement or such Rider.



ARTICLE 7




USE AND POSSESSION



     Throughout the continuance of this Agreement so long as Lessee is not in default under this
Agreement or any related Rider(s), Lessee shall be entitled to possession of each car from the date
the Lease term commences as to such car. Lessee shall use each car only in the manner for which it
was designed and intended, and Lessee shall subject the cars only to normal wear and tear. In
addition, Lessee agrees that the cars shall at all times be used: (a) in conformity with all
Interchange Rules; (b) in compliance with the terms and conditions of this Agreement and any
related Rider(s); (c) in compliance with the laws of each jurisdiction in which the same are
operated and in which the same may be located, and (d) predominantly in the continental limits of
the United States.



     In the event any car is used outside of the continental United States, for any reason
whatsoever, Lessee shall assume full responsibility for all costs, taxes, duties or other charges
incidental to such use including costs incurred in returning car to the continental United States.



     Each car is limited to the number of total loaded and empty miles per calendar year shown on
the Rider and is subject to a surcharge also shown on the Rider for all excess miles.



     Lessee shall not exceed the weight limitations prescribed for operation of cars in
unrestricted interchange service as set forth under Interchange Rule 70 without Lessor’s prior
written consent.



EXHIBIT D





Page 4










 





ARTICLE 8




ADDITIONAL CHARGES BY RAILROADS



     Lessee agrees to use the cars, upon each railroad over which cars shall move, in accordance
with the then prevailing tariffs to which each railroad shall be a party; and if the operation or
movements of any of the cars during the term hereof shall result in any charges being made against
Lessor by any such railroad, or AAR in the case of equalization of mileage on tank cars operated on
U.S. railroads, Lessee shall pay to Lessor the amount of such charges within the period prescribed
by and at the rate and under the conditions of the then prevailing tariffs. Lessee agrees to
indemnify Lessor against any such charges, and shall be liable for any switching, demurrage, track
storage, detention or special handling charges imposed on any car during the term hereof.



ARTICLE 9




LESSEE’S RIGHT TO TRANSFER OR SUBLEASE



     Lessee shall not encumber, grant a security interest in, transfer, subcontract, sublease or
assign any car or its interests and obligations pursuant to this Agreement (any a “Restricted
Transfer”), nor shall a Restricted Transfer that occurs by operation of law or otherwise of
Lessee’s interest in the cars or this Agreement be effective against Lessor without Lessor’s prior
written consent. No Restricted Transfer of Lessee’s interest in the cars or this Agreement shall
relieve Lessee from any of its obligations to Lessor under this Agreement. Any Restricted Transfer
that is consented to by Lessor which is entered into by Lessee shall contain language in form and
substance reasonably acceptable to Lessor which expressly makes such encumbrance, transfer,
sublease or assignment subject and subordinate to the interests of Lessor and of any chattel
mortgagee, assignee, trustee or other holder of legal title to or security interest in the cars
and/or the related Lease (but in any case, in respect to such transfers by and transferees of
Lessor, subject to Article 23 hereof).



     Notwithstanding the foregoing paragraph, Lessee shall have the right to sublease any car for
single trips to its customers or suppliers; provided, however, notwithstanding any such sublease,
Lessee shall continue to remain liable to Lessor for the fulfillment of Lessee’s obligations and
liabilities under the related Lease; provided, further, Lessor shall have the right, at any time,
to withdraw the privilege of subleasing hereinabove granted to Lessee.



     Notwithstanding any other rights provided Lessor in this Agreement, Lessee agrees to indemnify
Lessor and hold Lessor harmless from any loss, cost or expense, including attorneys’ fees, incurred
as a result of or with respect to any Restricted Transfer.



ARTICLE 10




MAINTENANCE RESPONSIBILITY



     Lessor agrees to maintain the cars in good condition and repair according to the Interchange
Rules. Lessee agrees to notify Lessor promptly when any car is damaged or in need



EXHIBIT D




Page 5









 





of repair, and to forward such cars and any other cars subject to this Agreement to shops as
directed by Lessor for repairs and/or periodic maintenance and inspections. No maintenance,
alteration or repair to any of the cars shall be made or authorized by Lessee without Lessor’s
prior written consent, except (i) Lessee shall, at its expense, replace any removable part (dome
covers, hatch covers, outlet caps, etc.) if lost, stolen or broken and (ii) as otherwise provided
in this Agreement (including, but not limited to the following two paragraphs relating to certain
repairs on tank cars and hopper cars, respectively). Replacement or repair by Lessee of any parts,
equipment and/or accessories on any of the cars shall be with parts, equipment and/or accessories
that are of like kind and of at least equal quality to those being replaced or repaired, unless
otherwise agreed in writing by Lessor. Lessee shall be responsible for all losses and damages
caused by Lessee’s failure to use parts, equipment and/or accessories that are not of like kind and
of at least equal quality to those being replaced or repaired. For the avoidance of doubt, title
of all replacement parts or repaired parts shall be immediately vested in Lessor.




     On tank cars, Lessee agrees that it will assume the responsibility for the maintenance and
replacement of angle valves and check valves and, if such cars are so equipped, thermometer wells,
gauging devices, regulator valves, safety heads and top unloading valves.



     On hopper cars, Lessee will be responsible for inspection and cleaning of the operating
mechanisms of the outlets, hatches and special fittings. Further, any damage to such outlets,
hatches, special fittings or the operating mechanisms will be repaired for the account of the
Lessee.



     For all cars requiring maintenance or repair, Lessee shall be solely responsible for all costs
associated with the removal, disposal and cleaning of commodities from the cars.



     When a car is placed in a private shop for maintenance or repair, the rent shall cease on the
date of arrival in the shop, except in the case where a car arrives without advance notice of
defects from Lessee, in which case rent will cease on communication of such notice of defects to
Lessor from Lessee, and shall be reinstated on the date that the car is forwarded from the shop or
on the date that the car is ready to leave the shop, awaiting disposition instructions from Lessee.
If any repairs are required as a result of the misuse by or negligence of Lessee or its consignee,
agent or sublessee or while on a railroad that does not subscribe to, or fails to meet its
responsibility under the Interchange Rules, or while on any private siding or track or any private
or industrial railroad, the rent shall continue during the repair period, and Lessee agrees to pay
Lessor for the cost of such repairs.



ARTICLE 11




LOSS OR DESTRUCTION



     If any of the cars shall be completely destroyed, or if the physical condition of any car
shall become such that the car cannot be operated in railroad service, as determined by the
parties, then Lessor may, at its option, cancel the related Lease as to such car as of the date on
which such event occurred, or may substitute another car within a reasonable period of time.
Lessee shall notify Lessor of the occurrence of any such event within two (2) days of such event.
In the event of such substitution, the substituted car shall be held pursuant to all the terms and



EXHIBIT D




Page 6









 








conditions of the related Lease as was the car for which it substituted. Without limiting the
foregoing, Lessee agrees that if a car is lost or destroyed or is in such physical condition that
it cannot be operated in railroad service by reason of misuse or negligence of Lessee or its
consignee, agent or sublessee or while on a railroad that does not subscribe to the Interchange
Rules or while on any private siding or track or any private or industrial railroad, Lessee will
pay Lessor, in cash, the settlement value of such car as determined by Rule #107 of the Interchange
Rules within ten (10) days following a request by Lessor for such payment. Lessor and Lessee shall
cooperate with and assist each other in any reasonable manner requested, but without affecting
their respective obligations under this Article or Article 20, to establish proper claims against
parties responsible for the loss of, destruction of or damage to the cars.




ARTICLE 12




LOSS OF COMMODITY



     Lessor shall not be liable for any loss of, or damage to, commodities or any part thereof,
loaded or shipped in the cars however such loss or damage shall be caused or shall result. Lessee
agrees to assume responsibility for, to indemnify Lessor against, and to save it harmless from any
such loss or damage or claim therefor.



ARTICLE 13




DAMAGE TO CAR BY COMMODITY



     Notwithstanding the exception for normal wear and tear in Article 17, if during the term of
any Rider any of the Cars or any components or appurtenances thereto shall be unduly and materially
damaged, destroyed or depreciated in value or condition due to the corrosive or other damaging
effect of any substance carried therein or thereon (whether or not such damage was foreseeable),
Lessee will reimburse Lessor promptly for such damage, loss or expense suffered by Lessor as a
consequence thereof and no abatement of rent shall occur during the period in which repairs are
performed.



ARTICLE 14




ALTERATION AND LETTERING



     Lessee will preserve the cars in good condition and will not in any way alter the physical
structure of the cars without the advance approval, in writing, of the Lessor. Lessee shall place
no lettering or marking of any kind upon the cars without Lessor’s prior written consent;
provided, however, that Lessee may cause said cars to be stenciled, boarded, or
placarded with letters not to exceed two inches (2”) in height to indicate to whom the cars are
leased and with commodity stencils per Interchange Rules or DOT specifications.



EXHIBIT D




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ARTICLE 15




LININGS AND COATINGS



     The application, maintenance and removal of interior protective linings and coatings in cars
so equipped is to be at the expense of the Lessee unless otherwise specified on the related Rider.
Commodity or mechanical damage to such linings or coatings shall be for the account of the Lessee
and no abatement of rent shall occur during the period in which repairs are performed.



ARTICLE 16




INTERIOR PREPARATION FOR COMMODITIES



     Subsequent to Lessee acceptance, any cleaning or special preparation of the interior of cars
to make them suitable for the shipment of commodities by or for Lessee during the term of the
related Lease shall be done at Lessee’s expense unless otherwise agreed.



ARTICLE 17




RETURN OF CARS — CLEANING



     At the expiration of the Lease term as provided in the Riders, Lessee shall, at its expense,
return the cars to Lessor at the location and to the agent selected by the Lessor empty, clean and
free from residue, and in the same good condition as the cars were in when delivered, except for
normal wear and tear. At the expiration, should car cleaning be required, the Lessee shall bear
the full cost of cleaning and rent shall continue until the car is clean.



ARTICLE 18




MODIFICATIONS



     Lessor and Lessee agree that if, at any time after the effective date of any Rider, changes in
car design or equipment are required by the AAR, DOT, Federal Railroad Administration (“FRA”) or
any other governmental authority, Lessor may, at its option, perform all modifications so ordered
and that the cost of those modifications shall be reflected in an increase in the monthly rent per
car according to the base monthly rent escalation formula shown on the Rider for that car.



ARTICLE 19




USE OF CARS ON CERTAIN ROADS UNDER AAR CIRCULAR OT-5



     Lessee is responsible for obtaining all consents or authority to use the cars on any railroad.
Upon the written request of Lessee (which request shall name the railroads involved) Lessor shall
use reasonable efforts to obtain from each named railroad consents or authority to place the cars
in service under provisions issued by such railroad or the AAR, including, without limitation, the
provisions of AAR Circular OT-5 as promulgated by the AAR and all supplements thereto and reissues
thereof. Lessee shall furnish to Lessor such information as is



EXHIBIT D





Page 8









 








necessary to apply for and obtain such consents or authority. Lessor, however, shall not be
liable for failure to obtain such consents or authority for any reason whatsoever and this
Agreement shall remain in full force and effect notwithstanding any failure of Lessor or Lessee to
obtain such consents or authority.




ARTICLE 20




INDEMNIFICATIONS



     Lessee shall defend (if such defense is tendered to Lessee), indemnify and hold Lessor, on an
after-tax basis, harmless from and against, and does hereby release Lessor from, all claims, suits,
liabilities, losses, damages, costs and expenses, including attorney’s fees, in any way arising out
of, or resulting from, the condition, storage, use, loss of use, maintenance or operation of the
cars, the inaccuracy of any representation or warranty of the Lessee, the Lessee’s failure to
comply with the obligations under any Lease, liability arising from any present or future
applicable law, rule or regulation, including without limitation, common law and environmental law,
related to the release, removal, discharge or disposition, whether intentional or unintentional of
any materials from or placed in any car, or any other cause whatsoever except to the extent the
same results from Lessor’s gross negligence or willful misconduct, or except to the extent a
railroad has assumed full responsibility and satisfies such responsibility.



ARTICLE 21




TAXES AND LIENS



     Lessor shall be liable for and pay all federal, state, provincial or other governmental
property taxes assessed or levied against the cars, except that (i) Lessee shall be liable for and
pay such taxes when cars bear reporting marks and numbers other than Lessor’s and (ii) Lessee shall
be liable at all times for and shall pay or reimburse Lessor for the payment of any sales, use,
leasing, operation, excise, gross receipts and other taxes with respect to the cars, together with
any penalties, fines or interest thereon, and all duties, imposts, taxes, investment tax credit
reductions and similar charges arising out of the use of cars outside the continental [United
States/Canada/Mexico]2.



     Lessee acknowledges and agrees that by the execution of this Agreement and related Riders it
does not obtain, and by payments and performance hereunder it does not, and will not, have or
obtain any title to the cars or any property right or interest therein, legal or equitable, except
solely as Lessee hereunder and subject to all of the terms hereof. Lessee shall keep the cars free
from any liens or encumbrances created by or through Lessee (except as contemplated in respect of
Restricted Transfers consented to by the Lessor as described in Article 9).





 




			
	2	 	To be changed based on domicile of Lessee.





EXHIBIT D




Page 9









 








ARTICLE 22




DEFAULT AND REMEDIES



     If Lessee (i) defaults in the payment of any sum of money to be paid under any Lease or under
this Agreement and such default continues for a period of five (5) days after written notice to
Lessee of such default, (ii) fails to perform any covenant or condition required to be performed by
Lessee under this Agreement (including, without limitation, failure to accept delivery as required
under Article 3 and failure to comply with assurance requirements under Article 28) and such
failure shall not be remedied within ten (10) days after written notice to Lessee of such failure,
(iii) makes any representation or warranty that was incorrect when made or (iv) shall dissolve,
make or commit any act of bankruptcy or if any proceeding under any bankruptcy or insolvency
statute or any laws relating to relief of debtors is commenced by Lessee or if any such proceeding
is commenced against Lessee and same shall not have been removed within thirty (30) days of the
date of the filing thereof or if a receiver, trustee or liquidator is appointed for Lessee or for
all or a substantial part of Lessee’s assets with Lessee’s consent or, if without Lessee’s consent,
the same shall not have been removed within thirty (30) days of the date of the appointment thereof
or if an order, judgment or decree is entered by a court of competent jurisdiction and continues
unpaid and in effect for any period of thirty (30) consecutive days without a stay of execution or
if a writ of attachment or execution is levied on any car and is not discharged within ten (10)
days thereafter (any of the foregoing, an “Event of Default”) then, in addition to any other rights
of Lessor provided in this Agreement, Lessor may exercise one or more of the following remedies
with respect to the cars leased under any Lease entered into under this Agreement:



     1. Immediately terminate any and all Leases and Lessee’s rights hereunder or under any related
Rider(s); provided, however, in the event of termination, Lessee shall remain liable for all unpaid
rent charges and any other amounts due under any Lease or Leases, this Agreement and any related
Rider(s);



     2. Require Lessee to return the cars to Lessor at Lessee’s expense, and if Lessee fails to so
comply, Lessor may take possession of such cars without demand or notice and without court order or
legal process and remove the cars from Lessee’s service. Lessee hereby waives any damages
occasioned by such taking of possession, whether or not Lessee was in default at the time
possession was taken, so long as Lessor reasonably believes that Lessee was in default at such
time. Lessee acknowledges that it may have a right to notice of possession from Lessor and the
taking of possession pursuant to a court order or other legal process obtained by Lessor. Lessee,
however, knowingly waives any right to such notice of possession from Lessor and the taking of such
possession without the Lessor’s obtaining a court order or other legal process;



     3. Lease the cars to such persons, at such rent, and for such period of time as Lessor shall
elect. Lessor shall apply the proceeds from such leasing, less all costs and expenses incurred in
the recovery, repair, storage and renting of such cars, toward the payment of Lessee’s obligations
hereunder. Lessee shall remain liable for any deficiency, which, at Lessor’s option, shall be paid
monthly as suffered or immediately, or at the end of the lease term as damages for Lessee’s
default;



EXHIBIT D




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     4. Bring legal action to recover all rent charges or other amounts then accrued or thereafter
accruing from Lessee to Lessor under any provision hereunder or any related Rider(s);



     5. Pursue any other remedy which Lessor may have.



     Each remedy is cumulative and may be enforced separately or concurrently. The exercise of any
remedy is in the Lessor’s discretion, and any failure or delay by Lessor to exercise any particular
remedy shall not affect Lessee’s rent or holdover rent obligations hereunder. In the event of
default, in addition to Late Rent and Holdover Rent as provided in Article 4, Lessee shall pay to
Lessor upon demand all costs and expenses, including attorneys’ fee expended by Lessor in the
enforcement of its rights and remedies hereunder, and Lessee shall pay interest on any amount owing
to Lessor from the time such amount becomes due hereunder at a rate per annum equal to three
percentage points above the prime rate of JPMorgan Chase Bank (or its successor), such rate to be
reduced, however, to the extent it exceeds the maximum rate permitted by applicable law. In
addition, Lessee shall, without expense to Lessor, assist Lessor in repossessing the cars and
shall, for a reasonable time, if required, furnish suitable trackage space for the storage of the
cars.



     If Lessee fails to perform any of its obligations hereunder, Lessor, at Lessee’s expense, and
without waiving any rights it may have against Lessee for such nonperformance, may itself render
such performance. Lessee shall reimburse Lessor on demand for all sums so paid by Lessor on
Lessee’s behalf, together with interest at a rate equal to three percentage points above the prime
rate of JPMorgan Chase Bank (or its successor), such rate to be reduced, however, to the extent it
exceeds the maximum rate permitted by applicable law.



     In addition, in respect of any Event of Default by Lessee hereunder, Lessor shall be entitled
to any and all rights and remedies inuring to the benefit of a lessor upon a default by the lessee
as provided in Article 2A of the Uniform Commercial Code in effect in the applicable jurisdiction.



ARTICLE 23




LESSOR’S RIGHT TO ASSIGN, SUBORDINATION



     All right, title and interest of Lessor in respect of any or all Leases hereunder may be
assigned, pledged, mortgaged, leased, transferred, delegated or otherwise disposed of, either in
whole or in part, and/or Lessor may assign, pledge, mortgage, lease, transfer or otherwise dispose
of title to the cars, with or without notice to Lessee. In the event of any such assignment,
pledge, mortgage, lease, transfer, delegation or other disposition, the Lease or Leases so assigned
and all related rights of Lessee hereunder or those of any person, firm or corporation who claims
or who may hereafter claim any rights in this Agreement under or through such Lease or Leases or
Lessee, are hereby made subject and subordinate to the terms, covenants and conditions of any
assignment, pledge, mortgage, lease, or other agreements covering the cars heretofore or hereafter
created and entered into by Lessor, its successors or assigns and to all of the rights of any such
assignee, pledgee, mortgagee, lessor, transferee or other holder of legal title to or security
interest in the cars. Notwithstanding the foregoing, during the term of such Lease or Leases so
assigned no such assignee, pledgee, mortgagee, lessor, transferee or other holder of



EXHIBIT D





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legal title to or security interest in the cars shall interfere with the quiet use, possession
and enjoyment of the related cars by Lessee provided that no event of default or termination event
(however described) shall have occurred under this Agreement or the related Lease. At the request
of Lessor or any assignee, pledgee, mortgagee, lessor, transferee or other holder of the legal
title to or security interest in the cars, Lessee shall, at Lessor’s expense, (i) letter or mark
the cars to identify the legal owner of the cars and, if applicable, place on each side of each
car, in letters not less than one inch in height, the words “Ownership Subject to a Security Lease
Filed with the Surface Transportation Board” or other appropriate words reasonably requested and
(ii) evidence its acknowledgement of any assignment, pledge, mortgage, lease, transfer or other
disposition by Lessor by executing an acknowledgement letter in form and substance satisfactory to
Lessor and its assignee, pledgee, mortgagee, lessor or other holder of legal title to or security
interest in the cars. Lessee agrees that no claim or defense which Lessee may have against Lessor
shall be asserted or enforced against any assignee, pledgee, mortgagee, lessor or other holder of
legal title to or security interest in the cars; provided, that Lessee’s right to quiet
enjoyment not disturbed due to action by any such party.




ARTICLE 24




DISCLAIMER OF WARRANTIES



     LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE CONDITION,
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER MATTER CONCERNING THE CARS. LESSOR
SHALL NOT HAVE ANY RESPONSIBILITY TO LESSEE FOR ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES
OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR
ANTICIPATED PROFITS. Lessee shall be solely responsible for determining that the specifications
and design of any car are appropriate for the commodities loaded therein. During the period of any
lease hereunder in which Lessee renders faithful performance of its obligations, Lessor hereby
assigns to Lessee any factory or dealer warranty, whether express or implied, or other legal right
Lessor may have against the manufacturer in connection with defects in the cars covered by this
Agreement.



ARTICLE 25




RIGHT OF INSPECTION AND NOTICES



     Lessor, or its assignee, shall, at any reasonable time and without interfering with Lessee’s
operations, have the right to inspect the cars by its authorized representative wherever they may
be located for the purpose of determining compliance by Lessee with its obligations hereunder.
Lessee shall use its best effort to obtain permission, if necessary, for Lessor or its
representative to enter upon any premises where the cars may be located.



     Lessee shall notify Lessor, in writing, within three (3) days after any attachment, lien
(including any tax and mechanics’ liens) or other judicial process attaches to the cars.



EXHIBIT D




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ARTICLE 26




ADMINISTRATION OF LEASE



     Lessee agrees to make available to Lessor information concerning the movement of the cars
reasonably required for the efficient administration of this Agreement.



     Lessee agrees to cooperate with Lessor for the purpose of complying with any reasonable
requirements of any lender, the Surface Transportation Board, the Registrar General of Canada
pursuant to Sections 104 or 105 of the Canada Transportation Act, or the provisions of Article 9 of
the Uniform Commercial Code or equivalent Canadian personal property security legislation provided
such cooperation does not materially affect the rights or liabilities of Lessee hereunder.



ARTICLE 27




FINANCIAL STATEMENTS



     Lessee will make available to Lessor within one hundred twenty (120) days after the end of
each fiscal year of the Lessee a complete financial statement package of the Lessee, for such
fiscal year ended period, including but not limited to, balance sheet, income statement, cash flow
statement, and all schedules, notes, and disclosures made a part of such financial statement
package. The financial statements shall be prepared in accordance with Generally Accepted
Accounting Principles (“GAAP”), all in reasonable detail and certified by public accountants of
recognized standing. If Lessee files a Form 10-K with the U.S. Securities and Exchange Commission
(SEC), the filing of such Form 10-K with the SEC within one hundred twenty (120) days after the end
of such fiscal year will satisfy the requirements set forth above. In addition, upon request of
the Lessor and with reasonable prior notice, Lessee shall make quarterly unaudited financial
reports available to Lessor (if so requested by Lessor, as soon as available and in any case not
later than ninety (90) days after the end of each of the first three fiscal quarters of the
Lessor).



ARTICLE 28




INSURANCE



     Lessee shall maintain at all times on the cars, at its expense, commercial general liability
insurance and umbrella/excess insurance (covering bodily injury, property damage and pollution
exposures, including, but not limited to, contractual liability and products liability) against
such risks, in such form as shall be satisfactory to Lessor and with such insurer(s) as shall be
rated A-VII or better by A.M. Best. The requirement for pollution liability insurance may be
satisfied by scheduling a self-insured retention to an umbrella/excess policy affording pollution
liability insurance. The commercial general liability insurance policy or self-insured retention
and umbrella or excess insurance policies shall have a combined limit of not less than $3,000,000
per occurrence, and the policies shall be endorsed to name Lessor, Lessor’s subsidiaries and
Lessor’s assignees as additional insureds as their interest may appear.



EXHIBIT D




Page 13









 








     Prior to the initial delivery date of cars under this Agreement and from time to time
thereafter, Lessee shall furnish to Lessor an original certificate demonstrating that insurance
coverage as required by this Agreement and any related Rider(s) is in effect; provided, however,
that Lessor shall be under no duty to ascertain the existence or adequacy of such insurance. The
insurance maintained by Lessee shall be primary without any right of contribution from insurance
which may be maintained by Lessor. The obligations of Lessee under this Article shall be
independent of all other terms under this Agreement and shall in no event relieve Lessee from any
indemnity obligation hereunder. The Lessee shall procure an agreement from the insurer that the
insurer shall give the Lessor at least thirty (30) days prior written notice (at the address for
notice to Lessor set forth herein) of any alteration in or cancellation of the terms of such
policies.



ARTICLE 29




RECIPROCAL REPRESENTATIONS AND WARRANTIES



     Lessee hereby makes to Lessor as representations and warranties of Lessee the statements set
forth in Paragraphs 1 through 6 set forth below in this Article 29, which representations and
warranties are (i) made as of the date of this Agreement and as of the date of any related Rider,
and (ii) are made only to the actual knowledge of Lessee without further inquiry. Lessor hereby
makes to Lessee as representations and warranties of Lessor the statements set forth in Paragraphs
1 through 6 set forth below in this Article 29, which representations and warranties are (i) made
as of the date of this Agreement and as of the date of any related Rider, and (ii) are made only to
the actual knowledge of Lessor without further inquiry. As used in such Paragraphs 1 through 6,
“it” refers to the entity making the statement in question.



     1. It is a corporation, limited liability company or limited partnership duly incorporated or
organized, validly existing, and in good standing under the laws of its state of incorporation or
organization as identified in the preamble of this Agreement and is either duly qualified to do
business and is in good standing in such other jurisdictions in which the business and activities
of Lessee, or Lessor as the case may be, require such qualification or its failure to so qualify in
such other jurisdiction will not have a material adverse impact on this Agreement.



     2. It has full power to enter into this Agreement and any related Rider.



     3. This Agreement and any related Rider has been duly authorized, executed and delivered by it
and constitutes a valid, legal and binding agreement, enforceable in accordance with the terms and
conditions set forth in this Agreement and any related Rider, subject to bankruptcy and other
creditor’s rights laws and the principles of equity.



     4. It is not required to obtain any approval from any governmental or public body or authority
with respect to the entering into and performance by it of this Agreement and any related Rider,
except for any approvals that may be required in connection with the actual operation of the cars.



     5. The entering into and performance by it of this Agreement and any related Rider will not
conflict with, or result in a breach of, the terms, conditions or provision of any law or



EXHIBIT D




Page 14









 








any regulations, order, injunction, permit, franchise or decree of any court or governmental
instrumentality by which it is bound or to which it is subject.




     6. The entering into and performance by it of this Agreement and any related Rider will not
conflict with, or result in a breach of, the terms, conditions or provisions of any indenture,
agreement or other instrument to which it is a party or by which it or any of its property is
bound.



ARTICLE 30




TILC CAPACITY



     The parties hereto acknowledge and agree that TILC in executing an individual Rider
incorporating the terms of this Agreement (thereby entering into an individual and separate Lease
of the subject cars as described in Article 1 above) may execute such Rider (and, together with
this Agreement, enter into such Lease of the subject cars) in either of the following capacities:



     1. If TILC is the owner of the subject cars at the time they are placed into service under the
Agreement, TILC executes the related Rider and enters into such Lease in its individual capacity as
the car owner for its own account.



     2. If TILC is not the owner of the subject cars at the time they are placed into service under
the Agreement, then TILC executes the related Rider and enters into such Lease as manager for the
benefit of the relevant car owner, pursuant to contractual authority delegated by the car owner to
TILC (as manager) to encumber and bind the subject cars and car owner under such Lease.



     In the event TILC enters into the Agreement or a related Rider in the capacity of manager as
aforesaid, TILC in its individual capacity represents and warrants to the Lessee, and agrees with
the Lessee that (i) the party for whom TILC acts as manager is contractually bound and liable as
Lessor to the same extent as if it signed this Agreement or a related Rider directly, (ii) TILC is
obligated in its capacity as manager to perform the Lessor’s obligations to the Lessee under the
Agreement, and (iii) if TILC (a) fails to perform the Lessor’s obligations while serving as
manager, or (b) is removed or terminated as manager and the car owner for whose benefit TILC has
been acting as manager breaches or otherwise fails to perform (or cause to be performed) the
Lessor’s obligations to the Lessee in accordance with this Agreement, then in either such case TILC
agrees that it is directly liable to the Lessee for any resulting damages and costs, to the same
extent that TILC would have been had TILC been the actual car owner executing this Agreement or a
related Rider as Lessor.



ARTICLE 31




MISCELLANEOUS



     This Agreement and the related Riders, together with any and all exhibits attached hereto,
constitutes the entire agreement between Lessor and Lessee, and it shall not be amended, altered or
changed except by written agreement signed by the parties hereto. No waiver of any



EXHIBIT D




Page 15









 








provision of this Agreement or a related Rider or consent to any departure by Lessee therefrom
shall be effective unless the same shall be in writing, signed by both parties and then such waiver
of consent shall be effective only in the specific instance and for the purpose for which it was
given.




     1. Governing Law. This Agreement and related Riders shall be interpreted under and
performance shall be governed by the laws of the State of Texas.



     2. Conflict with Interchange Rules. In the event the Interchange Rules conflict with
any provision of this Agreement and any related Rider, this Agreement or the Rider shall govern.



     3. Exhibits. All exhibits attached hereto are incorporated herein by this reference.



     4. Payments. All payments to be made under this Agreement shall be made at the
addresses set forth in Article 32.



     5. Severability. If any term or provision of this Agreement or the application
thereof shall, to any extent, be invalid or unenforceable, such invalidity or unenforceability
shall not affect or render invalid or unenforceable any other provision of this Agreement, and this
Agreement shall be valid and enforced to the fullest extent permitted by law.



     6. Headings. The headings that have been used to designate the various Sections and
Articles hereof are solely for convenience in reading and ease of reference and shall not be
construed in any event or manner as interpretative or limiting the interpretation of the same.



     7. Survival. All indemnities contained in this Agreement shall survive the
termination hereof. In addition, the obligation to pay any deficiency, as well as the obligation
for any and all other payments by Lessee to Lessor hereunder shall survive the termination of this
Agreement or the lease contained herein.



     8. Restrictions on Assignability by Lessee. Lessee has reviewed the provisions of
Article 9 of this Agreement prohibiting or restricting the assignment or other transfer of its
interests in this Agreement or the cars leased to it and is bound by such provisions as set forth
in this Agreement. Lessee agrees that said provisions are made “conspicuous” by this paragraph.



     9. Conflicts between Riders and this Agreement. In the event any provision of any
Rider modifies or conflicts with any provision of this Agreement, the provisions of such Rider
shall govern as to the Lease transaction evidenced by such Rider.



ARTICLE 32




ADDRESSING OF NOTICES



     Any notice required or permitted hereunder shall be in writing and shall be delivered to the
respective (parties hereto by (i) overnight courier delivery, (ii) facsimile transmission (with
follow-up mail confirming as described in clause (iii)), or (iii) deposit in the United States mail



EXHIBIT D




Page 16









 








as a certified or registered matter, return receipt requested, postage prepaid, and addressed to
the respective parties as follows, unless otherwise advised in writing.




	 	 	 	 	 	 	 

	Lessee to Lessor:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TO: Trinity Industries Leasing Company	 	 
	 	 	2525 Stemmons Freeway	 	 
	 	 	Dallas, Texas 75207	 	 
	 	 	Facsimile: 214-589-7402	 	 
	 
	 	 	 	 	 	 
	 

	 	ATTENTION:
	 	Thomas C. Jardine
	 	 
	 

	 	 	 	Vice President,	 	 
	 

	 	 	 	Portfolio Management
	 	 
	 
	 	 	 	 	 	 
	Lessor to Lessee:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	ATTENTION:	 	 	 	 
	 

	 	 	 	 

	 	 






EXHIBIT D





Page 17









 








     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed and
delivered as of the _____ day of ____________, 20[__].



	 	 	 	 	 
	 	LESSOR:



TRINITY INDUSTRIES LEASING COMPANY

 	 
	 	By:  	 	 
	 	 	Thomas C. Jardine 	 
	 	 	Vice President, Portfolio Management 	 
	 



	 	 	 	 	 
	 	LESSEE:

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 
	 



EXHIBIT D





Page 18









 








RIDER ONE (1) TO RAILROAD CAR LEASE AGREEMENT





     Effective this ___ day of ____________, 20__, this Rider shall become a part of the Railroad
Car Lease Agreement between Trinity Industries Leasing Company, Lessor, and __________, Lessee,
dated ____________, 20___, and the cars described herein shall be leased to Lessee, subject to the
terms and conditions in said Railroad Car Lease Agreement, during the term and for the rent shown
below:



	 	 	 	 	 	 	 
	 	 	 	 	Approximate	 	 
	 	 	 	 	Capacity (gallons	 	Base Monthly Rent
	Number of Cars	 	Type and Description	 	or cubic feet)	 	(Per Car)
	X

	 	 	 	X
	 	$XX.XXX






Delivery —




Escalation of Base Monthly Rent:





	1.	 	Modifications — In accordance with Article 18 of Railroad Car Lease Agreement, any change in
car design required by the AAR, DOT, FRA or other governmental authority during the term of
this lease will cause the monthly rent to increase for each car on the month following its
modification as follows:






	 	A.	 	For a modification with a useful life equal to the car itself, monthly car rent
will increase by a monthly rate of $1.75 per car for each $100 of Lessor’s cost
incurred in the course of making such modification.
	 
	 	B.	 	For a modification with a useful life less than that of the car, monthly car
rent will increase to equal the cost of such modification, including the implicit cost
of money at 10% per annum, divided by the number of months of estimated remaining life
of the modification.






	2.	 	High Mileage — In accordance with Article 7, in the event that a car travels more than
30,000 miles (empty and loaded) in any calendar year, the Lessee shall pay the Lessor $0.03
per mile for each mile over 30,000 traveled by such car.





Separate Lease — Lessor and Lessee acknowledge and agree and it is their intent that the
cars subject to this Rider may be owned by one or more persons or entities other than Lessor (and
that after the date hereof cars may be sold or transferred to one or more other persons or entities
pursuant to Article 23 or otherwise), and, accordingly, Lessor and Lessee agree that this Rider
shall constitute one or more separate and severable Leases, with each such Lease being comprised of
the cars subject hereto that are owned by a single person or entity. Each such Lease shall
incorporate the terms of the above referenced Railroad Car Lease Agreement and shall be separate
and severable in all respects from each other Lease made pursuant to this Rider and from any other
cars or riders relating to the above referenced Railroad Car Lease Agreement, and shall be
separately transferable for all purposes




EXHIBIT D





Page 19











 




Term — The minimum term for the cars leased hereunder shall be ______ months, and the
cars shall continue under lease thereafter for successive one (1) month terms, at the same rate and
under the same conditions, unless notice, in writing, requesting cancellation shall be given by
either party to the other at least thirty (30) days prior to expiration of the initial term or any
successive term for cars covered by this Rider. Thereafter, this Rider shall terminate
automatically upon the date of release of the last car covered by this Rider.



Cancels Rider Number  NA




	 	 	 	 	 
	 	TRINITY INDUSTRIES LEASING COMPANY

 	 
	 	By:  	 	 
	 	 	Vice President, Portfolio Management 	 
	 	 	 	 
	 
	 	LESSEE

 	 
	 	By:  	
 	 
	 	 	Title: 	 	 
	 	 	 	 
	 



EXHIBIT D








Page 20









 








EXHIBIT E




FORM OF NET LEASE



TRINITY INDUSTRIES LEASING COMPANY

RAILROAD CAR NET LEASE AGREEMENT




     This LEASE AGREEMENT, dated ______________ 20__, (hereinafter called the “Agreement”) by and
between TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation, with its principal office at
2525 Stemmons Freeway, Dallas, Texas 75207 (hereinafter called “Lessor”) and ___________, a(n)
_______________ corporation, with its principal office at________________ (hereinafter called
“Lessee”).



     In consideration of the mutual terms and conditions hereinafter set forth, the parties hereto
hereby agree as follows:



ARTICLE 1




LEASE AGREEMENT



     Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, the cars shown on
each Rider hereto and such additional Riders as may be added from time to time (each such Rider and
together with this Agreement shall be collectively referred to as the “Lease”) by agreement of the
parties and signed by their duly authorized representatives (all such cars being hereinafter
referred to as a “car” or the “cars”). Each Rider shall set forth a brief description of the car
or cars covered thereby, including such facts as the number of cars, the Association of American
Railroads (AAR) or Department of Transportation (DOT) specifications, rental charges, term
throughout which the car or cars shall remain in Lessee’s service and such other information as may
be desired by both parties. Lessor and Lessee agree that each Rider hereto shall constitute a
separate Lease which incorporates the terms of this Agreement. Each Rider shall be severable from
any other cars or Riders relating to this Agreement and shall become a separate lease
(incorporating the terms of this Agreement) which is separately transferable for all purposes. It
is the intent of all parties to this Agreement to characterize this Agreement as a true lease.



ARTICLE 2




TERM



     The term of this Lease, with respect to each car, shall commence upon the initial delivery of
such car to Lessee in the manner set forth in Article 3 and shall terminate on the earlier of the
date Lessee or a third party remits the Settlement Value (defined in Article 8 hereof) to Lessor
for the loss or destruction of such car or, with respect to all cars leased hereunder, at the end
of the lease term set forth in the Rider(s) attached hereto. Notwithstanding the expiration or
termination of this Lease, the obligations of the Lessee hereunder shall continue in effect with
regard to each car until each car is returned to the possession of the Lessor in dean condition in
accordance with Article 14 hereof.



EXHIBIT E



 Page 1









 





ARTICLE 3




DELIVERY



     A. Delivery. Lessor agrees to deliver each car to Lessee, and Lessee agrees to accept
such delivery. The obligations of the Lessor to deliver the cars shall be excused, and Lessor
shall not be liable, for any causes beyond the reasonable control of Lessor (including, but not
limited to, delays caused by fire, labor difficulties, delays of carriers and materials suppliers,
governmental authority, late delivery by the manufacturer of the cars or late delivery by a prior
lessee) and, in the event of a delay in such delivery, Lessor shall deliver the cars to Lessee as
soon as reasonably possible thereafter.



     B. Place of Delivery. Lessor shall cause the cars to be delivered to Lessee at the
point of manufacture.



     C. Cost of Delivery. Lessee shall pay all freight charges and other costs, if any, of
the delivery of the cars from the point of manufacture.



ARTICLE 4




ACCEPTANCE OF CARS



     Upon delivery, Lessee shall promptly inspect each car and shall accept such car if it: (a)
complies with the description set forth in the attached Rider(s), and (b) is fit and suitable for
operation as those terms are defined in the Interchange Rules adopted by the AAR (the “Interchange
Rules”). Upon acceptance, Lessee shall deliver to Lessor a Certificate of Acceptance in the form
attached hereto as Exhibit A. Notwithstanding the foregoing, Lessee shall be deemed to have
accepted any car delivered hereunder if, with respect to such car, the Lessee shall: (c) load, or
otherwise use the car, or (d) fail to notify Lessor, in writing, within five (5) days after
delivery of Lessee’s rejection of the car and the specific reasons why the car does not meet the
applicable standards set forth in the Rider(s) or the Interchange Rules. If Lessee rejects any
car, Lessor shall have the right to have the rejected car inspected by an inspector acceptable to
both Lessor and Lessee. The cost of such inspection will be paid by Lessor if the cause for
rejection is affirmed by the inspector, otherwise such cost will be borne by Lessee. The Lessee
shall be deemed to have accepted any car for which the inspector determines that good cause for
rejection did not exist. The decision of the inspector shall be final and binding upon the
parties. The Lessee’s acceptance, however affected, shall be deemed effective as of the delivery
date and the monthly rentals as hereinafter set forth shall accrue from the delivery date. Such
acceptance shall conclusively establish that such cars conform to the applicable standards set
forth in the Rider(s) and the Interchange Rules.



ARTICLE 5




MARKINGS



     At the time of delivery of the cars by Lessor to Lessee, the cars will be plainly marked on
each side with the identification marks of Lessee. If such markings (or any of the markings



EXHIBIT E



 Page 2









 




required pursuant to Article 12) shall at any time be removed or become illegible, wholly or
in part, Lessee shall immediately cause such markings to be restored or replaced at Lessee’s
expense. Lessee shall not otherwise place, or permit to be placed, any lettering or marking of any
kind upon the cars without Lessor’s prior written consent.




ARTICLE 6




PAYMENT OF RENTALS



     The monthly rental with respect to each car shall be as set forth in the Rider(s), and,
subject to Article 2, shall accrue from (and including) the date of delivery at the point of
manufacture to (and excluding) the date the car is redelivered in accordance with Article 14. The
rental shall be payable to Lessor by electronic funds transfer to Trinity Leasing Customer Payment
Account, Wilmington Trust Company, ABA # _________________, Account # __________________, or at
such other address as Lessor may specify by notice to Lessee, in U.S. Dollars and in advance on or
before the first day of each calendar month during the term hereof; provided, however, that the
rental for each car for the month in which it is delivered shall be prorated for the number of days
(including the date of delivery) remaining in such month at a daily rate based upon a 365 day year;
and shall be payable on or before the first day of the next succeeding calendar month. The amount
by which rental payments for any month exceed the pro rata rental due for the cars leased to Lessee
during such month shall be refunded to Lessee within ten (10) days of the end of such calendar
month.



     This Lease is a net lease. Lessee’s obligation to pay Lessor all rentals and other amounts
hereunder, unless such obligation shall be terminated pursuant to the express provisions of this
Lease, shall be absolute and unconditional; and Lessee shall not be entitled to any abatement or
reduction of, or set off against, such rentals or other amounts irrespective of any claim,
counterclaim, recoupment, defense or other right which Lessee may have, directly or indirectly,
against the Lessor, the manufacturer of the cars or any other person or entity.



ARTICLE 7




TITLE AND USAGE



     A. Title to the Cars. Lessee acknowledges and agrees that by the execution of this
Lease it does not obtain, and by payments and performance hereunder it does not, and will not, have
or obtain any title to the cars or any property right or interest therein, legal or equitable,
except solely as Lessee hereunder and subject to all of the terms hereof. Lessee shall keep the
cars free from any liens or encumbrances created by or through Lessee.



     B. Usage of the Cars. Throughout the continuance of this Lease, so long as Lessee is
not in default under this Lease, but subject to Article 12, Lessee shall be entitled to possession
of each car from the date the Lease becomes effective as to such car and shall use such car only in
the manner for which it was designed and intended, and so as to subject it only to ordinary wear
and tear, and in the usual interchange of traffic, provided, however that Lessee agrees that the
cars shall, at all times, be used: (a) in conformity with all Interchange Rules, (b) in compliance
with the terms and conditions of this Lease, and (c) predominantly in the continental limits of the



EXHIBIT E



 Page 3









 




United States, provided however, in no event shall more that forty percent (40%) of all cars
shown on all the Riders to this Agreement (as determined by mileage records and measured annually
on a calendar year basis) be used outside of the contiguous United States at the same time.




     In the event any car is used outside of the continental United States for any reason
whatsoever, Lessee shall assume full responsibility for all costs, taxes, duties or other charges
incidental to such use including costs incurred in returning any such car to the continental United
States.



     C. Lessee’s Right to Transfer or Sublease. Lessee shall not transfer, sublease or
assign the cars or its interest and obligations pursuant to this Lease, nor shall a transfer,
sublease or assignment by operation of law or otherwise of Lessee’s interest in the cars or this
Lease be effective against Lessor, without Lessor’s prior written consent. No transfer, sublease
or assignment of this Lease or of the cars shall relieve Lessee from any of its obligations to
Lessor under this Lease.



     Notwithstanding the foregoing paragraph, Lessee shall have the right to sublease any of the
cars for single trips to its customers or suppliers, and to cause each car so subleased to be
boarded or placarded with the name of the sublessee in accordance with the provisions of the
demurrage tariffs lawfully in effect, where the sole purpose of such subleasing is to obtain an
exemption from demurrage for said cars so subleased; provided, however, that notwithstanding any
such sublease, Lessee shall continue to remain liable to Lessor for the fulfillment of Lessee’s
obligations under this Lease; and, provided further, that Lessor shall have the right, at any time,
to withdraw the privilege of subleasing hereinabove granted to Lessee.



ARTICLE 8




MAINTENANCE AND REPAIRS



     A. Maintenance Responsibility. Lessee shall, at its expense, maintain, repair and
keep the cars (i) according to prudent industry practice and in all material respects, in good
working order, and in good physical condition for cars of a similar age and usage, normal wear and
tear excepted, (ii) subject to clause (i) and (ii) in a manner in all material respects consistent
with maintenance practices used by Lessee, as applicable, in respect of any cars owned by Lessee,
and (iii) in accordance in all material respects with all manufacturer’s warranties in effect and
in accordance with all applicable provisions, if any, of insurance policies required to be
maintained pursuant to Article 10 and (iv) in compliance in all material respects with any
applicable laws and regulations from time to time in effect, including the Interchange Rules, FRA
rules and regulations as they apply to the maintenance and operation of cars in interchange. In no
event shall Lessee discriminate in any material respect as to the use or maintenance of any car
(including the periodicity of maintenance or record keeping in respect of such car) as compared to
equipment of similar nature which Lessee owns or net leases. Lessee will maintain in all material
respects all records, logs and other materials required by relevant industry standards or any
governmental authority having jurisdiction over the cars required to be maintained in respect of
any car, all as if Lessee were owner of such cars.



EXHIBIT E



 Page 4









 





     B. Alterations. Lessee shall not alter the physical structure of any of the cars
without the prior written approval of Lessor. Any modification, alteration or addition to the cars
required by any governmental law, rule, regulation, requirement or the Interchange Rules shall be
Lessee’s responsibility and at its expense.



     C. Responsibility for Lost, Destroyed or Damaged Cars. If any of the cars, or any
part thereof, shall be lost, destroyed or damaged, Lessee shall be responsible for, and shall
indemnify Lessor and hold Lessor harmless from, the loss, destruction or damage to the cars, or
part thereof, during the term.



     Lessee shall notify Lessor of the loss or destruction of any of the cars within two (2) days
after the date of such event. If a car is lost or destroyed, Lessor shall, at its option, have the
right to: (a) substitute for such car another car of the same type, capacity and condition;
provided, however, that the rental rate for a substituted car for each month after such car is
delivered to Lessee shall be determined in accordance with the Rider(s), or (b) withdraw the car
from this Lease, and, therefore, reduce the number of cars leased hereunder.



     Lessor and Lessee shall cooperate with and assist each other in any reasonable manner
requested, but without affecting their respective obligations under this Article or Article 9, to
establish proper claims against parties responsible for the loss, destruction of or damage to, the
cars.



     For the purpose of this Lease, the amount of loss resulting from the loss or destruction of a
car shall be measured by its Settlement Value as determined immediately prior to the time of such
loss or destruction. The “Settlement Value” of a car shall be determined by application of Rule
107 of the Interchange Rules.



     D. Linings and Coatings. The application, maintenance and removal of interior
protective linings and coatings in cars so equipped is the responsibility of Lessee.



     E. Interior Preparation for Commodities. Any cleaning or special preparation of the
interior of cars to make them suitable for the shipment of commodities by or for Lessee during the
term of the lease shall be done at Lessee’s expense unless otherwise agreed.



ARTICLE 9




INDEMNIFICATION BY LESSEE



     A. Damages, Losses and injuries Due to Operation of the Cars. Lessee shall defend (if
such defense is tendered to Lessee), indemnify and hold Lessor harmless from and against and does
hereby release Lessor from all claims, suits, liabilities, losses, damages, costs and expenses,
including attorneys’ fees, in any way arising out of, or resulting from, the condition, storage,
use, loss of use, maintenance or operation of the cars, or any other cause whatsoever. In all
cases to which this indemnity agreement applies, Lessee’s obligation shall be to indemnify Lessor
for the full amount of the claim, suit, liability, loss, damage, cost or expense involved and
principles of comparative negligence shall not apply.



EXHIBIT E



 Page 5









 





     B. Losses to and Damages Caused by Commodities. Lessor shall not be liable for any
loss of, or damage to, commodities, or any part thereof, loaded or shipped in the cars, however
such loss or damage shall be caused or shall result; and Lessee shall be responsible for, indemnify
Lessor against and save Lessor harmless from, any such loss, damage or claim therefor.
Notwithstanding the exception for ordinary wear and tear in Article 15, in the event any of the
cars, fittings or appurtenances thereto, including all interior lading protective devices, special
interior linings and removable parts, if any, shall become damaged by any commodity loaded therein,
Lessee shall be responsible for such damage, and shall indemnify Lessor against and save Lessor
harmless from, any such loss, damage or claim therefor according to the same terms of
indemnification set forth in Paragraph A of this Article 9.



     C. Loss of Use of Car. Notwithstanding any provision contained herein to the
contrary, Lessor shall not be liable to Lessee for any damages, costs or losses which result from
the loss of the use of any of the cars for any reason whatsoever.



     D. Tax Indemnity. Lessee acknowledges that the Rental Amount provided for in the
Rider(s) is computed on the assumptions that (a) Lessor or a third-party (the “Owner Participant”)
and the affiliated group of corporations (as defined in Section 1504(a) of the Internal Revenue
Code of 1986, as amended (the “Code”) of which it (or its owners) is a member (all references to
Lessor or Owner Participant in this Article include such affiliated group) shall be treated for
United States federal income tax purposes (and to the extent allowable for state and local tax
purposes) as the owner of the cars and will be entitled to full depreciation deductions based on
Lessor or Owner Participant’s total cost of the Equipment under (i) applicable Sections of the
Internal Revenue Code of 1986, as amended (the “Code”), in amounts equal to the most accelerated
method, shortest recovery period and applicable convention allowed under the Code and (ii)
accelerated cost recovery deductions for state and local income tax purposes in effect at the time
each Rider is entered into (such deductions being referred to hereinafter as “Tax Benefits”), and
(b) all deductions or credits allowable to Lessor or Owner Participant with respect to the cars
will be treated as derived from or allocable to sources within the United States. If, as a result
of any act or failure to act of Lessee (including the use of the cars outside of the United States)
or any physical damage to or loss, or governmental taking of the cars, Lessor or Owner Participant
shall (x) lose, have recaptured or disallowed, or not be entitled to the full use of the Tax
Benefits, or (y) have its tax increased or accelerated on account of recompilation or recapture of
such Tax Benefits in any year or years pursuant to the provisions of the Code (each of the events
referred to in (x) and (y) above being referred to as a “Loss”), then Lessee shall pay to Lessor,
upon demand, a sum which, on an After Tax Basis, shall be sufficient to restore Lessor or Owner
Participant to the same position Lessor or Owner Participant would have been in had such Loss not
been incurred after taking into account all relevant factors. For the purpose of this Article, a
Loss shall occur upon the earlier of (1) the payment by Lessor or Owner Participant to the Internal
Revenue Service of the tax increase resulting from such Loss or (2) the adjustment of the tax
return of Lessor or Owner Participant to reflect such Loss. If the Owner Participant has
transferred ownership of the cars to Lessor, all references in this paragraph to Owner Participant
shall be deemed to be references to Lessor with respect to any loss for any period after such
transfer.



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ARTICLE 10




FINANCIAL STATEMENTS



     Lessee will furnish to Lessor within one hundred twenty (120) days after the end of each
fiscal year of the Lessee a complete financial statement package of the Lessee, for such fiscal
year ended period, including but not limited to, balance sheet, income statement, cash flow
statement, and all schedules, notes, and disclosures made a part of such financial statement
package. The financial statements shall be prepared in accordance with Generally Accepted
Accounting Principles (“GAAP”), all in reasonable detail and certified by public accountants of
recognized standing. If Lessee files a Form 10- K with the U.S. Securities and Exchange Commission
(SEC), the filing of such Form 10-K with the SEC will satisfy the requirements set forth above.



ARTICLE 11




INSURANCE



     Lessee shall maintain at all times on the cars, at its expense, “all-risk” physical damage
insurance and commercial general liability insurance and umbrella/excess insurance (covering bodily
injury, property damage and pollution exposures, including, but not limited to, contractual
liability and products liability) against such risks, in such form and with such insurers as shall
be satisfactory to Lessor. The requirement for pollution liability insurance may be satisfied by
scheduling a self-insured retention to an umbrella/excess policy affording pollution liability
insurance. The amount of “all-risk” physical damage insurance shall not on any date be less than
the full replacement value of the cars as of such date; such insurance policy will, among other
things, name Lessor, Lessor’s subsidiaries and Lessor’s assignees as joint loss payee as their
interest may appear and require that the interests of Lessor, Lessor’s subsidiaries and Lessor’s
assignees be continually insured regardless of any breach of or violation by Lessee of any
warranties, declarations or conditions contained in such insurance policy. The commercial general
liability insurance policy or self-insured retention and umbrella or excess insurance policies
shall have a combined limit of not less than $10,000,000 per occurrence, and the policies shall be
endorsed to name Lessor, Lessor’s subsidiaries and Lessor’s assignees as additional insureds as
their interest may appear. In no event shall Lessor be responsible for premiums, warranties or
representations to any insurer or agent thereof.



     Prior to the Delivery Date and from time to time thereafter, Lessee shall furnish to Lessor an
original certificate demonstrating that such insurance coverage is in effect, provided, however,
that Lessor shall be under no duty to ascertain the existence or adequacy of such insurance. The
insurance maintained by Lessee shall be primary without any right of contribution from insurance
which may be maintained by Lessor. The obligations of Lessee under this Article shall be
independent of all other terms under this Lease and shall in no event relieve Lessee from any
indemnity obligation hereunder. The insurer shall give the Lessor at least thirty (30) days prior
written notice (at the address for notice to Lessor set forth herein) of any alteration in or
cancellation of the terms of such policies.



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ARTICLE 12




TAXES AND OTHER CHARGES



     Except as otherwise hereinafter provided, Lessee shall pay and indemnify and hold Lessor (and
each person who is in turn indemnified by Lessor) harmless from any and all



     (a) taxes including, without limitation, any taxes (withholding or otherwise) imposed by
Canada or any province thereof or any governmental or administrative subdivision thereof, sales
and/or use taxes, gross receipts, franchise, single business and personal property taxes and



     (b) license fees, assessments, charges, fines, levies, imposts, duties, tariffs, customs,
switching, demurrage, track storage, detention, special handling and empty mileage charges,



     including penalties and interest thereon, levied or imposed by any foreign, Federal, state or
local government or taxing authority, railroad or other agency upon or with respect to the cars, or
Lessor (or any such person) in connection with the cars or the lease thereof hereunder, and Lessee
shall prepare and file all returns and reports required in connection with the foregoing and shall
furnish copies thereof to Lessor upon request.



     Notwithstanding the foregoing, Lessee shall not be responsible for any tax imposed by the
United States or any state or governmental subdivision thereof which is measured solely by Lessor’s
(or any such person’s) net income, unless such tax is in substitution for or releases Lessee from
the payment of any taxes for which Lessee would otherwise be obligated under Article 12.



ARTICLE 13




LESSOR’S RIGHT TO ASSIGN, SUBORDINATION



     All rights of Lessor hereunder may be assigned, pledged, mortgaged, leased, transferred or
otherwise disposed of, either in whole or in part, and/or Lessor may assign, pledge, mortgage,
lease, transfer or otherwise dispose of title to the cars, with or without notice to Lessee. As a
condition to any such assignment, pledge, mortgage, lease, transfer or other disposition, Lessor
shall have entered into a management agreement with the assignee, pledgee, mortgagee, lessor, or
other holder of legal title to or security interest in the cars for purposes of allowing such
assignee, pledgee, mortgagee, lessor or other holder of legal title to or security interest in the
cars to perform Lessor’s obligations hereunder. In the event of any such assignment, pledge,
mortgage, lease, transfer or other disposition, this Lease and all rights of Lessee hereunder or
those of any person, firm or corporation who claims or who may hereafter claim any rights in this
Lease under or through Lessee, are hereby made subject and subordinate to the terms, covenants and
conditions of any assignment, pledge, mortgage, lease, or other agreements covering the cars
heretofore or hereafter created and entered into by Lessor, its successors or assigns and to all of
the rights of any such assignee, pledgee, mortgagee, lessor, transferee or other holder of legal
title to or security interest in the cars. During the term of this Lease no such assignee,
pledgee, mortgagee, lessor, transferee or other holder of legal title to or security interest in
the cars shall interfere with the quiet use, possession and enjoyment of the cars by Lessee



EXHIBIT E



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provided that no event of default or termination event (however described) shall have occurred
under such assignment, pledge, mortgage, lease or other agreement and provided that no event of
default or termination event (however described) has occurred under this Lease and provided further
that the exercise by assignee, pledgee, mortgagee, lessor, transferee or other holder of legal
title to or security interest in the cars of their respective rights under or in connection with
such assignment, pledge, mortgage, lease or other agreement or this Lease shall not constitute such
an interference. Lessee hereby agrees that Lessor or such assignee, pledgee, mortgagee, lessor,
transferee or other holder of legal title to or security interest in the cars may terminate this
Lease simultaneously with the termination of any such assignment, pledge, mortgage, lease or other
agreement and that upon such termination, Lessee shall redeliver the cars to Lessor. Any sublease
or assignment of the cars permitted by this Lease that is entered into by Lessee or its successors
or assigns shall contain language which expressly makes such assignment or sublease subject to the
subordination contained herein. At the request of Lessor or any assignee, pledgee, mortgagee,
lessor, transferee or other holder of the legal title to or security interest in the cars, Lessee,
at Lessor’s expense, shall letter or mark the cars to identify the legal owner of the cars and, if
applicable, place on each side of each car, in letters not less than one inch in height, the words
“Ownership Subject to a Security Lease Filed with the Surface Transportation Board” or other
appropriate words reasonably requested.




     In the event that Lessor assigns its interest in this Lease, Lessee, at the request of Lessor,
shall execute and deliver to Lessor an Acknowledgment of Assignment of Lease in form satisfactory
to Lessor and upon such request and execution furnish to Lessor an opinion of counsel that such
Acknowledgment has been duly authorized, executed and delivered by Lessee and constitutes a valid,
legal and binding instrument, enforceable in accordance with its terms.



ARTICLE 14




DEFAULT BY LESSEE



     If Lessee defaults in the payment of any sum of money to be paid under this Lease and such
default continues for a period of ten (10) days after written notice to Lessee of such default; or
if Lessee fails to perform any covenant or condition required to be performed by Lessee which
failure shall not be remedied within ten (10) days after notice thereof by Lessor to Lessee; or if
Lessee shall dissolve, make or commit any act of bankruptcy, or if any proceeding under any
bankruptcy or insolvency statute of any laws relating to relief of debtors is commenced by Lessee,
or if any such proceeding is commenced against Lessee and same shall not have been removed within
thirty (30) days of the date of the filing thereof, or if a receiver, trustee or liquidator is
appointed for Lessee or for all or a substantial part of Lessee’s assets with Lessee’s consent, or
if, without Lessee’s consent, the same shall not have been removed within thirty (30) days of the
date of the appointment thereof; or if an order, judgment or decree be entered by a court of
competent jurisdiction and continue unpaid and in effect for any period of thirty (30) consecutive
days without a stay of execution; or if a writ of attachment or execution is levied on any car and
is not discharged within ten (10) days thereafter, Lessor may exercise one or more of the following
remedies with respect to the cars:



     1. Immediately terminate this Lease and Lessee’s right hereunder,



EXHIBIT E



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     2. Require Lessee to return the cars to Lessor at Lessee’s expense, and if Lessee fails to so
comply, Lessor may take possession of such cars without demand or notice and without court order or
legal process. Lessee hereby waives any damages occasioned by such taking of possession whether or
not Lessee was in default at the time possession was taken, so long as Lessor reasonably believes
that Lessee was in default at such time; Lessee acknowledges that it may have a right to notice of
possession and the taking of possession with a court order or other legal process. Lessee,
however, knowingly waives any right to such notice of possession and the taking of such possession
without court order or legal process;



     3. Lease the cars to such persons, at such rental and for such period of time as Lessor shall
elect. Lessor shall apply the proceeds from such leasing, less all costs and expenses incurred in
the recovery, repair, storage and renting of such cars, toward the payment of Lessee’s obligations
hereunder. Lessee shall remain liable for any deficiency, which, at Lessor’s option, shall be paid
monthly, as suffered, or immediately or at the end of the Lease term as damages for Lessee’s
default;



     4. Bring legal action to recover all rent or other amounts then accrued or thereafter accruing
from Lessee to Lessor under any provision hereunder;



     5. Pursue any other remedy which Lessor may have.



     Each remedy is cumulative and may be enforced separately or concurrently. In the event of
default, Lessee shall pay to Lessor upon demand all costs and expenses including reasonable
attorneys’ fees expended by Lessor in the enforcement of its rights and remedies hereunder, and
Lessee shall pay interest on any amount owing to Lessor from the time such amount becomes due
hereunder at a rate per annum equal to three percentage points above the prime rate of Chase
Manhattan Bank (or its successor), such rate to be reduced, however, to the extent it exceeds the
maximum rate permitted by applicable law. In addition, Lessee shall, without expense to Lessor,
assist Lessor in repossessing the cars and shall, for a reasonable time if required, furnish
suitable trackage space for the storage of the cars.



     If Lessee fails to perform any of its obligations hereunder, Lessor, at Lessee’s expense, and
without waiving any rights it may have against Lessee for such nonperformance, may itself render
such performance. Lessee shall reimburse Lessor on demand for all sums so paid by Lessor on
Lessee’s behalf, together with interest at a rate equal to three percentage points above the prime
rate of Chase Manhattan Bank (or its successor), such rate to be reduced however, to the extent it
exceeds the maximum rate permitted by applicable law.



ARTICLE 15




DELIVERY AT END OF TERM



     Lessee shall not deliver the cars prior to the end of the term without the prior written
consent of Lessor. Notwithstanding anything contained herein to the contrary, Lessee shall not
load any car leased hereunder during the final fifteen (15) days of the term, except as otherwise
provided in the Rider(s).



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     At the end of the term, Lessee, at its expense, shall deliver each car to Lessor, or to a
subsequent lessee, at the point designated by Lessor, (i) empty, free from residue, (ii) in the
same good order and condition as it was delivered by Lessor to Lessee, ordinary wear and tear
excepted, and (iii) notwithstanding the above exception of ordinary wear and tear, in compliance
the Interchange Rules as they apply to minimum requirements for acceptance of cars in interchange.
Lessee, at its expense, shall remove or cause to be removed from the cars any of Lessee’s special
advertising, lettering or other markings. Lessee shall, on demand, reimburse Lessor for the
expense of cleaning any car that contains residue or such other cost which may be incurred to place
a car in the condition described above.



     If any car is not redelivered to Lessor or not delivered to a subsequent lessee on or before
the date on which the term ends, or in the event that a car so delivered is not in the condition
required by this Article 15, Lessee shall pay rental for each day that each car is not delivered as
required herein or until each car is delivered in the condition required, at a prorated monthly
rental rate determined in accordance with the monthly rental rate set forth in the Rider(s).
Lessee shall pay to Lessor on or before the last day of each month the amount Lessee is obligated
to pay to Lessor for such month under this Article 15. In addition to any other indemnity provided
herein and any payments to be made to Lessor hereunder, Lessee shall also indemnify and hold Lessor
harmless from and against all losses, injuries, liabilities, claims and demands whatsoever,
including those asserted by a subsequent lessee arising out of or as a result of such late delivery
or failure to deliver in the condition required.



ARTICLE 16




DISCLAIMER OF WARRANTIES AND REPRESENTATIONS



     LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE CONDITION,
MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OF ANY OTHER MATTER CONCERNING THE CARS. LESSEE
HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY THE
CARS OR BY ANY DEFECT THEREIN. Lessee shall be solely responsible for determining that the
specifications and design of any car are appropriate for the commodities loaded therein. During
the period of any lease hereunder in which Lessee renders faithful performance of its obligations,
Lessor hereby assigns to Lessee any factory or dealer warranty, whether express or implied, or
other legal right Lessor may have against the manufacturer in connection with defects in the cars
covered by this Lease.



ARTICLE 17




OPINION OF COUNSEL



     Lessee, on or before the execution of this Lease, shall furnish to Lessor an opinion of
Lessee’s counsel, satisfactory to counsel for Lessor and in form and substance satisfactory to such
counsel, that as of the date of the Lease:



     1. Lessee is a corporation duly incorporated, validly existing, and in good standing under the
laws of the State of and is either duly qualified to do business and is in good standing



EXHIBIT E



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in such other jurisdictions in which the business and activities of Lessee require such
qualification or its failure to so qualify in such other jurisdiction will not have a material
adverse impact on this Lease.




     2. Lessee has full corporate power to enter into this Lease.



     3. The Lease has been duly authorized, executed and delivered by Lessee and constitutes a
valid, legal and binding agreement, enforceable in accordance with its terms.



     4. No approval is required by Lessee from any governmental or public body or authority with
respect to the entering into or performance of this Lease.



     5. The entering into and performance of this Lease will not conflict with, or result in a
breach of, the terms, conditions or provision of any law or any regulations, order, injunction,
permit, franchise or decree of any court or governmental instrumentality.



     6. The entering into and performance of this Lease will not conflict with, or result in a
breach of, the terms, conditions or provisions of any indenture, agreement or other instrument to
which Lessee is party or by which it or any of its property is bound.



ARTICLE 18




RIGHT OF INSPECTION



     Lessor, or its assignee, shall, at any reasonable time and without interfering with Lessee’s
operations, have the right to inspect the cars by its authorized representative wherever they may
be located for the purpose of determining compliance by Lessee with its obligations hereunder.
Lessee shall use its best effort to obtain permission, if necessary, for Lessor or its
representative to enter upon any premises where the cars may be located.



ARTICLE 19




REPORT AND NOTICES



     A. Notification of Liens. Lessee shall notify Lessor, in writing, within three (3)
days after any attachment, lien (including any tax and mechanics’ liens) or other judicial process
attaches to the cars.



     B. Report of Location. Within five (5) days after receipt of written demand from
Lessor, Lessee shall give Lessor written notice of the approximate location of the cars.



ARTICLE 20




ASSIGNMENT OF RIGHTS



     Except as otherwise provided in Article 13 and Paragraph C of Article 7, this Lease shall
inure to the benefit of and be binding upon the parties hereto and their respective successors and
assigns.



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ARTICLE 21




GOVERNMENTAL LAWS



     Lessee shall comply with all governmental laws, rules, regulations, requirements and the
Interchange Rules (herein collectively referred to as the “Rules”) with respect to the use,
operation and maintenance of the cars, including but not limited to (i) AAR Rule 88 B.2.
(Inspection and Repair), (ii) AAR Casualty Prevention Circular 1114 (SS-3 Inspection of Tank Car
Stub Sills), and (iii) 49 CFR 180.509 (Qualification and Maintenance of Tank Cars). Lessee, at its
expense, shall further comply with the Rules in the event such Rules require a change or
replacement of any equipment or appliance on the cars or in case any additional or other equipment
or appliance is required to be installed on the cars.



ARTICLE 22




USE OF CARS ON CERTAIN ROADS UNDER AAR CIRCULAR OT-5



     Lessor shall have no responsibility and it shall be Lessee’s sole responsibility to obtain
from any railroad all the necessary authority to place the cars in service under the provisions of
AAR Circular OT-5 as promulgated by the AAR and all supplements thereto and reissues thereof or
subsequent directives (such authority hereinafter called “consent(s)”). Lessor shall not be liable
for Lessee’s failure to obtain such consents for any reason whatsoever and this Lease shall remain
in full force and effect notwithstanding any failure of Lessee to obtain such consents.



ARTICLE 23




ADMINISTRATION OF LEASE



     Lessee agrees to make available to Lessor information concerning the movement of the cars
reasonably required for the efficient administration of this Lease.



     Lessee agrees to cooperate with Lessor for the purpose of complying with any reasonable
requirements of any lender, the Surface Transportation Board or the provisions of Article 9 of the
Uniform Commercial Code provided such cooperation does not materially affect the rights of
liabilities or Lessee hereunder.



ARTICLE 24




TILC CAPACITY



     The parties hereto acknowledge and agree that Trinity Industries Leasing Company (in its
individual capacity, “TILC”) in executing an individual Rider incorporating the terms of this
Agreement (thereby entering into an individual and separate Lease of the subject cars as described
in Article 1 above) may execute such Rider (and, together with this Agreement, enter into such
Lease) in either of the following capacities:



EXHIBIT E



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     1. If TILC is the owner of the subject cars at the time they are placed into service under the
Lease, TILC executes the related Rider and enters into such Lease in its individual capacity as the
car owner for its own account.



     2. If TILC is not the owner of the subject cars at the time they are placed into service under
the Lease, then TILC executes the related Rider and enters into such Lease as manager for the
benefit of the relevant car owner, pursuant to contractual authority delegated by the car owner to
TILC (as manager) to encumber and bind the subject cars and car owner under such Lease.



     In the event TILC enters into a Lease in the capacity of manager as aforesaid, TILC in its
individual capacity represents and warrants to the Lessee, and agrees with the Lessee that (i) the
party for whom TILC acts as manager is contractually bound and liable as Lessor to the same extent
as if it signed the Lease directly, (ii) TILC is obligated in its capacity as manager to perform
the Lessor’s obligations to the Lessee under such Lease, and (iii) if TILC (a) fails to perform the
Lessor’s obligations while serving as manager, or (b) is removed or terminated as manager and the
car owner for whose benefit TILC has been acting as manager breaches or otherwise fails to perform
(or cause to be performed) the Lessor’s obligations to the Lessee in accordance with the Lease,
then in either such case TILC agrees that it is directly liable to the Lessee for any resulting
damages and costs, to the same extent that T1LC would have been had T1LC been the actual car owner
executing the Lease as Lessor.



ARTICLE 25




MISCELLANEOUS



     A. Entire Agreement. This Lease, together with any and all exhibits attached hereto,
constitutes the entire agreement between Lessor and Lessee and it shall not be amended, altered or
changed except by written agreement signed by the parties hereto. No waiver of any provision of
this Lease nor consent to any departure by Lessee therefrom shall be effective unless the same
shall be in writing signed by both parties, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given.



     B. Governing Law. This Lease shall be interpreted under and performance shall be
governed by the laws of the State of Texas.



     C. Conflict with Interchange Rules. In the event the Interchange Rules conflict with
any provision of this Lease, this Lease shall govern.



     D. Riders and Exhibits. All Riders and Exhibits attached hereto are incorporated
herein by this reference.



     E. Payments. All payments to be made under this Lease shall be made at the addresses
set forth in Article 6.



     F. Severability. If any term or provision of this or the application thereof shall,
to any extent, be invalid or unenforceable, such invalidity or unenforceability shall not affect or



EXHIBIT E



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render invalid or unenforceable any other provision of this Lease, and this Lease shall be
valid and enforced to the fullest extent permitted by law.




     G. Headings. The headings that have been used to designate the various Sections and
Articles hereof are solely for convenience in reading and ease of reference and shall not be
construed in any event or manner as interpretive or limiting the interpretation of the same.



     H. Survival. All indemnities contained in this Lease shall survive the termination
hereof. In addition, the obligation to pay any deficiency as well as the obligation for any and
all other payments by Lessee to Lessor hereunder shall survive the termination of this Agreement or
the Lease Contained herein.



ARTICLE 26




ADDRESSING OF NOTICES



     Any notice required or permitted hereunder shall be in writing and shall be delivered to the
respective parties hereto by personal delivery thereof or by telegram, telex, telecopier or deposit
in the United States mail as a certified or registered matter, return receipt requested, postage
prepaid, and addressed to the respective parties as follows, unless otherwise advised in writing.



	 	 	 	 	 

	 

	 	Lessee to Lessor:
	 	 
	 
	 	 	 	 
	 

	 	Trinity Industries Leasing Company	 	 
	 

	 	2525 Stemmons Freeway	 	 
	 

	 	Dallas, Texas 75207	 	 
	 

	 	Facsimile: 214-589-7402	 	 
	 
	 	 	 	 
	 

	 	ATTENTION: Thomas C. Jardine	 	 
	 

	 	Vice President, Portfolio Management	 	 
	 
	 	 	 	 
	 

	 	Lessor to Lessee:	 	 
	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	ATTENTION:                                                                                                            	 	 






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     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed and
delivered as of the ____ day of _________, 20_.



	 	 	 	 	 
	 	LESSOR:



TRINITY INDUSTRIES LEASING COMPANY

 	 
	 	By:  	 	 
	 	 	Thomas C. Jardine 	 
	 	 	Vice President 	 
	 
	 	LESSEE:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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EXHIBIT A




CERTIFICATE OF ACCEPTANCE OF RAILROAD CAR




     This Certificate relates to the railroad cars listed below leased by Trinity Industries
Leasing Company, to __________________ under a Lease Agreement for __________ railroad cars dated
_________ into which this certificate is incorporated (by Article 3 thereof).


Railcar Numbers




     Lessee hereby certifies that the railcars listed above were delivered to and received by
Lessee, inspected, determined to be acceptable under the applicable standards (set forth in Article
3 of the Lease Agreement); and Lessee hereby certifies its acceptance of the railcars as of
________________________.



	 	 	 	 	 
	 	LESSEE:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



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RIDER ____TO RAILROAD CAR NET LEASE AGREEMENT





     Effective this ___ day of ______ 20__, this Rider shall become a part of the Railroad Car Net
Lease Agreement between TRINITY INDUSTRIES LEASING COMPANY, Lessor, and ______________, Lessee ,
dated ______________ and the cars described herein shall be leased to Lessee , subject to the terms
and conditions in said Railroad Car Net Lease Agreement, during the term and for the rental shown
below:



	 	 	 	 	 	 	 
	 	 	 	 	Approximate	 	Base
	 	 	 	 	Capacity	 	Monthly
	Number	 	 	 	(gallons or	 	Rental
	of Cars	 	Type and Description	 	cubic feet)	 	(Per Car)
	 
	 	 
	 	 
	 	 





     Separate Lease — Lessor and Lessee acknowledge and agree and it is their intent that
the cars subject to this Rider may be owned by one or more persons or entities other than Lessor
(and that after the date hereof cars may be sold or transferred to one or more other persons or
entities pursuant to Article 23 or otherwise), and, accordingly, Lessor and Lessee agree that this
Rider shall constitute one or more separate and severable Leases, with each such Lease being
comprised of the cars subject hereto that are owned by a single person or entity. Each such Lease
shall incorporate the terms of the above referenced Railroad Car Lease Agreement and shall be
separate and severable in all respects from each other Lease made pursuant to this Rider and from
any other cars or riders relating to the above referenced Railroad Car Lease Agreement, and shall
be separately transferable for all purposes



     Term — The minimum term for the cars leased hereunder shall be ____ months, and the
cars shall continue under lease thereafter for successive ____ month terms, at the same rate and
under the same conditions, unless notice, in writing, requesting cancellation shall be given by
either party to the other at least sixty (60) days prior to expiration of the initial term or any
successive term for cars covered by this Rider. Thereafter, this Rider shall terminate
automatically upon the date of release of the last car covered by this Rider.



	 	 	 	 	 
	 	TRINITY INDUSTRIES LEASING COMPANY

 	 
	 	By:  	 	 
	 	 	Vice President, Portfolio Management 	 
	 	 	 	 
	 



EXHIBIT E



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	 	LESSEE:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



EXHIBIT E



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