exv10w19w8



 






Execution Copy




AMENDMENT NO. 8 TO

WAREHOUSE LOAN AGREEMENT AND

RELATED DOCUMENTS




     AMENDMENT NO. 8 TO WAREHOUSE LOAN AGREEMENT AND RELATED DOCUMENTS, dated as of August 25, 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 Clause (i) of the definition of “Excluded Assets Amount” is
amended in its entirety to read as follows:




“(i) the amount by which (x) the Aggregate FMV of all Eligible
Railcars which are either (A) not subject to a Lease or (B) subject
to a Lease with respect to which payment obligations owed by the
applicable Lessee, which in aggregate exceed more than 5 percent of
the aggregate Monthly Rent then payable by such Lessee under such
Lease, are more than 120 days past the stated due dates for such
payment obligations, exceeds (y) 5 percent of the Aggregate FMV of
all Eligible Railcars; plus”




               SUBPART 1.1.2 The definition of “Facility Margin” is amended in its entirety to
read as follows:



 









 






“Facility Margin” means (i) at any time during the
Availability Period, 85 basis points and (ii) thereafter, 85 basis
points plus an additional 25 basis points for each period of three
consecutive Interest Periods during which any Loan remains
outstanding.




               SUBPART 1.1.3 The definition of “Revolving Termination Date” is amended in its
entirety to read as follows:




“Revolving Termination Date” means the earlier of (i) August
25, 2007 or such later date to which the Revolving Termination Date
may have been extended pursuant to Section 2.08, (ii) unless waived
by the Required Lenders, the date upon which any Manager Event of
Default shall occur or (iii) such earlier date upon which the
Commitments shall have been terminated in their entirety in
accordance with this Agreement.



     SUBPART
1.2 Clause (a) of Section 2.09 of the Warehouse Loan Agreement is hereby
amended by deleting the number “40” contained in the first sentence thereof and inserting the
number “30” in place thereof.



     SUBPART 1.3 Schedule A hereto is hereby substituted for Schedule A of the
Warehouse Loan Agreement.



PART II

MISCELLANEOUS




     SUBPART 2.1 Effectiveness. This Amendment becomes effective on the date on which the
Agent has received signature pages duly executed by each party to this Amendment (including each
Lender).



     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.



 -2-




 









 








     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]




 -3-




 









 








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



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	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	 	 






 









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	CREDIT SUISSE, NEW YORK BRANCH

(formerly known as Credit Suisse

First Boston, New York Branch), as

Agent and as a Committed Lender
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mark Golombeck	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Mark Golombeck	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Anthony Giordano	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: ANTHONY GIORDANO	 	 
	 

	 	 	 	Title: Director	 	 






 









 






	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	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/ Mark Lengel	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: MARK LENGEL	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	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/ Mark Lengel	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: MARK LENGEL	 	 
	 

	 	 	 	Title: Director	 	 
	 
	 	 	 	 	 	 
	 	 	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/ Mark Lengel	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: MARK LENGEL	 	 
	 

	 	 	 	Title: Director	 	 






 









 






	 	 	 	 	 	 	 
	 	 	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: Matthew M. Dorr	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 






	 	 	 	 	 	 	 
	 	 	COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
“RABOBANK INTERNATIONAL”, NEW YORK
BRANCH, 
as a Committed Lender
	 
	 	 	 	 	 	 
	 

	 	By :
	 	/s/ Brett Deltino	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Brett Deltino	 	 
	 

	 	 	 	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	 	 






 









 






SCHEDULE
A



Industry Concentration Chart




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	II	 	 	III	 	 	IV	 
	     I	 	All Types	 	 	Tanker	 	 	Freight	 
	Industry	 	of Railcars	 	 	Railcars	 	 	Railcars	 
	 
	Agriculture
	 	 	25	%	 	 	25	%	 	 	15	%
	Automotive
	 	 	15	%	 	 	 	 	 	 	 	 
	Chemical
(non-petrochemical)
	 	 	30	%*	 	 	30	%*	 	 	 	 
	Coal
	 	 	25	%	 	 	 	 	 	 	 	 
	Lumber
	 	 	15	%	 	 	 	 	 	 	 	 
	Mining and Mineral
	 	 	15	%	 	 	 	 	 	 	 	 
	Paper and Packaging
	 	 	15	%	 	 	 	 	 	 	 	 
	Petrochemical
	 	 	30	%*	 	 	30	%*	 	 	15	%
	Petroleum
	 	 	25	%	 	 	25	%	 	 	 	 
	Steel
	 	 	15	%	 	 	 	 	 	 	 	 
	Transportation/
Intermodal
	 	 	15	%	 	 	 	 	 	 	 	 







 




*  At any time when the aggregate outstanding principal amount of the Loans (including
any Loans to be made on the date of calculation) is less than 50% of the Committed Amount, the
percentages marked with an asterisk (*) shall be deemed to be
20%.