exv10w19w10



 








EXECUTION COPY




October 20, 2005




To those Persons

shown on the Signatures Pages hereto

as the Agent, the Committed Lenders

and the Conduit Lenders



Re:      Trinity Rail Leasing Trust II



Ladies and Gentlemen:




     Reference is made to the Warehouse Loan Agreement, dated as of June 27, 2002 (as amended,
supplemented, amended and restated or otherwise modified or from time
to time, the “Loan
Agreement”), among Trinity Industries Leasing Company, a Delaware corporation, Trinity Rail Leasing
Trust II, a Delaware statutory trust, the lending institutions from time to time parties thereto,
and Credit Suisse, New York Branch, as Agent. Capitalized terms used but not defined herein shall
have the respective meanings ascribed thereto in the Loan Agreement.



     Pursuant to Section 2.14 of the Loan Agreement,




     (1) The Borrower agrees that, upon the occurrence of any Hedging Event, it will enter
into an Acceptable Derivatives Agreement no later than the last day of the Required Time
Period, using funds available under clause (y) of clause fifth of Section 2.07(c)(i),(ii),
or (iii), as applicable, of the Loan Agreement.




	 	(a)	 	“Hedging Event” means






	 	(A)	 	the occurrence and continuation of any of the following at any time
during the Availability Period:






	 	(i)	 	on any Settlement Date, the United States Dollar
London Interbank Offered Rate for a one-month Interest Period (“One
Month LIBOR”) commencing on such Settlement Date equals or exceeds
6.00%;
	 
	 	(ii)	 	on any Settlement Date, the Two Year USD Swap Rate equals
or exceeds 6.50%; or
	 
	 	(iii)	 	receipt by the Borrower or the Agent of notification by
either of Moody’s or S&P that entering into an Acceptable Derivatives
Agreement is necessary in order to retain the then current rating by such
rating agency of the Loans; or






	 	(B)	 	at any time, the occurrence of any Event of Default or Manager
Event of Default, or the occurrence of the third Scheduled Payment Date.




 









 












	 	(b)	 	“Acceptable Derivatives Agreement” means a Derivatives Agreement with a
term that extends at least until the anticipated date when the outstanding
amount of all Loans are repaid in full and all Commitments have terminated,
in the form of any of the following, in each case with monthly settlement and
having a notional amount equal to the aggregate outstanding principal amount
of the Loans on the date of such Derivatives Agreement, with such notional
amount declining automatically according to a schedule which is consistent
with the then anticipated principal repayments of the Loans:






	 	(i)	 	an interest rate cap agreement with a cap rate
which is no higher than 8.00%;
	 
	 	(ii)	 	an interest rate swap agreement under which the fixed
rate paid by the Borrower, exclusive of credit spreads, will not exceed
8.00%; or
	 
	 	(iii)	 	any other Derivatives Agreement that is approved by (1)
the Agent and the Required Lenders, in the case of a Hedging Event described
in clause (A) of the definition of such term, or (2) all the Committed
Lenders, in the case of a Hedging Event described in clause (B) of the
definition of such term, in each case under which the Borrower is protected
for increases in One Month LIBOR above 8.00%.






	 	(c)	 	“Required Time Period” means






	 	(i)	 	in respect of any Hedging Event listed in clauses
(a)(A)(i) or (a)(A)(ii) above, the period of 20 Business Days
from (but excluding) the Settlement Date on which such event occurs;
	 
	 	(ii)	 	in respect of any Hedging Event listed in clause
(a)(A)(iii) above, the period of 20 Business Days from (but excluding)
the date any such notice is received by the Borrower; and
	 
	 	(iii)	 	in respect of any Hedging Event listed in clause (a)(B)
above, the period of 10 Business Days from (but excluding) the date such
event occurs.






	 	(d)	 	“Two Year USD Swap Rate” on any Settlement Date means the rate
calculated by the Agent on such Settlement Date as the fixed rate which
would be payable by a fixed rate payer (exclusive of credit spreads) in
exchange for floating rate payments equal to One Month LIBOR under a two-year United States Dollar interest rate swap agreement, with monthly
settlement, having a notional amount equal to the outstanding principal
amount of the Loans on such Settlement Date.





     The Borrower will, to the extent required by any Committed Lender, amend any Acceptable
Derivatives Agreement which is then in effect at any time when there is (i) any increase in the
outstanding principal amount of the Loans or (ii) any change in the contractual payment schedule of
the Loans, so that such Acceptable Derivatives Agreement, as amended,



2









 




would comply with the definition of “Acceptable Derivatives Agreement” if first entered into on the
date of such amendment.




     Amounts received by the Borrower under any Acceptable Derivatives Agreement shall be deposited
into the Collection Account and applied as set forth in Section 2.07(c) of the Loan Agreement.



     The Borrower hereby represents and warrants that no Default has occurred and is
continuing as of the date of this letter agreement.



     This letter agreement is a Loan Document executed pursuant to the Loan Agreement and shall be
construed, administered and applied in accordance with the terms and provisions thereof. Breach of
this letter agreement shall constitute a breach of Section 2.14 of the Loan Agreement and shall
constitute an Event of Default under the Loan Agreement if such breach is continuing after the
15th day following the expiration of the applicable Required Time Period. THIS LETTER
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK. This letter agreement may be executed by the parties hereto in separate counterparts,
each of which shall be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.



[Signature Pages Follow]




3









 








	 	 	 	 	 
	 	TRINITY 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 	 
	 



AGREED
AND ACCEPTED AS OF THE DATE SET FORTH ABOVE




CREDIT SUISSE, NEW YORK BRANCH

(formerly known as Credit Suisse First Boston,

New York Branch), as Agent and as a Committed Lender




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	GRAMERCY CAPITAL CORPORATION, as a Conduit Lender

By Credit Suisse, New York Branch, as attorney-in-fact
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






 









 






	 	 	 	 	 
	 	TRINITY INDUSTRIES LEASING 

COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TRINITY RAIL LEASING TRUST II

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



AGREED
AND ACCEPTED AS OF THE DATE SET FORTH ABOVE




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: Matthew 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