EX-4.16



 Exhibit 4.16 

CERTIFICATE OF INCORPORATION 

OF 
 THRALL TRINITY
FREIGHT CAR, INC. 
 —oOo— 

ARTICLE I 
 Name

 The name of the corporation is THRALL TRINITY FREIGHT CAR, INC. 

ARTICLE II 

Registered Office and Agent 

The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The Corporation Trust Company. 
 ARTICLE III 

Purpose 
 The
purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. 

ARTICLE IV 

Authorized Capital Stock 

The total number of shares of stock which the corporation shall have authority to issue is Ten Thousand (10,000) shares of Common Stock,
with a par value of one dollar ($1.00) per share. 







 ARTICLE V 

Sole Incorporator 

The name and mailing address of the sole incorporator is: 

Michael G. Fortado 
 2727 Stemmons
Freeway 
 Dallas, Texas 75207 

ARTICLE VI 
 Duration

 The corporation is to have a perpetual existence. 

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation
Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 25th day of October, 2001. 

 

	
	/s/ Michael G. Fortado
	Michael G. Fortado, Sole Incorporator









 CERTIFICATE OF AMENDMENT 

OF 
 CERTIFICATE OF
INCORPORATION 
 Thrall Trinity Freight Car, Inc., a corporation organized and existing under and by virtue of the General Corporation
law of the State of Delaware, 
 DOES HEREBY CERTIFY: 

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board,
adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation: 

RESOLVED, that the Certificate of Incorporation of Thrall Trinity Freight Car, Inc. be amended by changing Article I thereof so that, as
amended, said Article shall read as follows: 
 “Article I: The name of the corporation is Trinity North American Rail Car, Inc.”

 SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in
accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. 
 THIRD: That the
aforementioned amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware. 







 IN WITNESS WHEREOF, said Thrall Trinity Freight Car, Inc. has caused this certificate to be
signed by Michael G. Fortado, its Vice President and attested by James E. Perry, its Assistant Secretary this 21st day of July, 2005. 

 

			
	 Thrall Trinity Freight Car, Inc.

		
	By:	 	/s/ Michael G. Fortado
		 	  

		 	Michael G. Fortado
		 	Vice President


  

			
	 ATTEST:

		
	By:	 	/s/ James E. Perry
		 	  

		 	James E. Perry
		 	Assistant Secretary








 CERTIFICATE OF AMENDMENT OF 

CERTIFICATE OF INCORPORATION 

Trinity North American Rail Car, Inc., a corporation organized and existing under and by virtue of the General Corporation law of the State of
Delaware, 
 DOES HEREBY CERTIFY: 

FIRST: That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board,
adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation: 

RESOLVED, that the Certificate of Incorporation of Trinity North American Rail Car, Inc. be amended by changing Article I thereof so that , as
amended, said Article shall read as follows: 
 “Article I: The name of the corporation is Trinity North American Freight Car,
Inc.” 
 SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said
amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware. 
 THIRD: That the
aforementioned amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware. 







 IN WITNESS WHEREOF, said Trinity North American Rail Car, Inc. has caused this certificate to be
signed by Michael G. Fortado, its Vice President and attested by James E. Perry, its Assistant Secretary this 21st day of July, 2005. 

 

			
	Trinity North American Rail Car, Inc.
		
	By:	 	/s/ Michael G. Fortado
		 	  

		 	Michael G. Fortado
		 	Vice President


  

			
	ATTEST:
		
	By:	 	/s/ James E. Perry
		 	  

		 	James E. Perry
		 	Assistant Secretary








 CERTIFICATE OF MERGER 

OF 
 TRINITY EE, INC.,

 a Delaware Corporation 

WITH AND INTO 
 TRINITY
NORTH AMERICAN FREIGHT CAR, INC., 
 a Delaware Corporation 

The undersigned corporations organized and existing under and by virtue of the Delaware General Corporation Law
(“DGCL”), do hereby certify that: 
  

			
	FIRST:	 	The name and state of incorporation of each of the constituent corporations of the merger are set forth below:

  

			
	 Name
	  	 State of Incorporation

	Trinity EE, Inc. (“Trinity EE”)	  	Delaware
	Trinity North American Freight Car, Inc. (“Freight Car”)	  	Delaware

  

			
	SECOND:	 	An Agreement and Plan of Merger (the “Plan of Merger”) between the parties has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the
requirements of Section 251 of the DGCL and by all actions required by the laws under which Trinity EE and Freight Car were formed and the governing documents of Trinity EE and Freight Car.
		
	THIRD:	 	Trinity North American Freight Car, Inc., a Delaware corporation, shall be the surviving corporation.
		
	FOURTH:	 	The Certificate of Incorporation of Freight Car shall be the Certificate of Incorporation of the surviving corporation, and no amendments or changes to the Certificate of Incorporation of Freight Car are desired to be effected by
the merger.
		
	FIFTH:	 	The merger is to become effective as of 12:01 a.m. on January 1, 2007.
		
	SIXTH:	 	The executed Plan of Merger is on file at the principal place of business of the surviving corporation. The address of the principal place of business of the surviving corporation is 2525 Stemmons Freeway, Dallas, Texas
75207.









			
	SEVENTH:	 	A copy of the Plan of Merger will be furnished by the surviving corporation, on request and without cost to any stockholder of any constituent corporation.

 Dated: December 20, 2006 
  

			
		 	TRINITY EE, INC., a Delaware corporation
		
		 	/s/ Martin Graham
		 	Martin Graham
		 	President
		
		 	TRINITY NORTH AMERICAN FREIGHT, CAR, INC., a Delaware corporation
		
		 	/s/ Martin Graham
		 	Martin Graham
		 	President