exv10w19w9



 





Execution Copy




AMENDMENT NO. 9 TO

WAREHOUSE LOAN AGREEMENT




     AMENDMENT NO. 9 TO WAREHOUSE LOAN AGREEMENT, dated as of October 20, 2005 (this “Amendment”),
is entered into by and among TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation (the
“Manager”), TRINITY RAIL LEASING TRUST II, a Delaware statutory trust (the “Borrower”), the LENDERS
party hereto, and CREDIT SUISSE, NEW YORK BRANCH (formerly known as Credit Suisse First Boston, New
York Branch), as Agent for the Lenders (in such capacity, the “Agent). Capitalized terms used but
not defined herein have the meaning set forth in the Warehouse Loan Agreement referred to below.



RECITALS:




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



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



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



PART I

AMENDMENTS




     SUBPART 1.1 Section 1.01 of the Warehouse Loan Agreement is hereby amended as set forth
below.




               SUBPART 1.1.1 The definition of “Commitment Amount” is hereby amended by
deleting the dollar amount “$ 300,000,000” set forth therein and replacing it with the
dollar amount “$ 375,000,000”.



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



PART II

MISCELLANEOUS




     SUBPART 2.1 Effectiveness. This Amendment becomes effective on the date on which the
Agent has received (a) signature pages to this Amendment duly executed by each party hereto
(including each Lender) and (b) signature pages to the Master Assignment Agreement (attached hereto
as Exhibit A) duly executed by each Party thereto.



     SUBPART 2.2 Representations and Warranties. The Manager and the Borrower each
represent and warrant that its respective representations and warranties contained in Article V of



 









 




the Warehouse Loan Agreement are true and correct on and as of the date of this Amendment as though
made on and as of such date, except to the extent that such representations and warranties
expressly relate to an earlier date.




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



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



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



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



[Signature Pages Follow]




 -2-





 










 






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



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	TRIN1TY INDUSTRIES LEASING COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric Marchetto	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Eric Marchetto	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	TRINITY RAIL LEASING TRUST II
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Eric Marchetto	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Eric Marchetto	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE, NEW YORK
BRANCH

(formerly known as Credit Suisse First Boston,

New York Branch), as Agent

and as a Committed Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alberto Zonca	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Alberto Zonca	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Michael W. Koenitzer	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael W.Koenitzer	 	 
	 

	 	 	 	 Title:	 	 






 









 






	 	 	 	 	 	 	 
	 	 	GRAMERCY CAPITAL CORPORATION, as a

Conduit Lender
	 	 	By Credit Suisse, New York Branch, as

attorney-in-fact
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph Soave	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joseph Soave	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Josh Borg	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: JOSH BORG	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	GREENWICH FUNDING CORPORATION, as

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

	 	By:
	 	/s/ Joseph Soave	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joseph Soave	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Josh Borg	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: JOSH BORG	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	ALPINE SECURITIZATION CORP, as a

Conduit Lender
	 	 	By Credit Suisse, New York Branch, as

attorney-in-fact
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joseph Soave	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Joseph Soave	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Josh Borg	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: JOSH BORG	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 





	 	 	 	 	 	 	 
	 	 	DRESDNER BANK AG, NEW YORK

BRANCH, as a Committed Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David O. Taylor	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: David O. Taylor	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brad Ellis	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Brad Ellis	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BEETHOVEN FUNDING CORPORATION, as

a Conduit Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Matthew M. Dorr	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






 









 







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

as a Committed Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Brett Delfino	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Brett Delfino	 	 
	 

	 	 	 	Title: Executive Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jacqueline L. Arambulo	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Jacqueline L. Arambulo	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	NIEUW AMSTERDAM RECEIVABLES

CORPORATION, as a Conduit Lender
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/Matthew M. Dorr	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mathew M.Dorr	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 







 










 






	 	 	 	 	 
	 	GRESHAM RECEIVABLES (NO. 3) LIMITED, as a 

Committed Lender 

 	 
	 	By:  	/s/ R.C. Gerwat
 	 
	 	 	Name:  	R.C. Gerwat     	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



SCHEDULE 1.01




Lenders and Commitments




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






 









 






Exhibit A




Master Assignment Agreement