exv10w18w6






Exhibit 10.18.6




FIFTH AMENDMENT TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




     This Fifth Amendment to Second Amended and Restated Credit Agreement (this “Fifth
Amendment”) is executed effective as of February 9, 2009 (the “Effective Date”), by and
among Trinity Industries, Inc., a Delaware corporation (the “Borrower”), JPMorgan Chase
Bank, N.A., as the Administrative Agent (the “Administrative Agent”), and the financial
institutions parties hereto as Lenders (individually an “Executing Lender” and collectively
the “Executing Lenders”).



WITNESSETH:




     A. The Borrower, the Administrative Agent, the Syndication Agents, the Documentation Agent and
the lenders named therein are parties to that certain Second Amended and Restated Credit Agreement
dated as of April 20, 2005 as amended by that certain First Amendment to Second Amended and
Restated Credit Agreement dated as of June 9, 2006, that certain Second Amendment to Second Amended
and Restated Credit Agreement dated as of June 21, 2006, that certain Third Amendment to Second
Amended and Restated Credit Agreement dated as of June 22, 2007, and that certain Fourth Amendment
to Second Amended and Restated Credit Agreement dated as of October 19, 2007 (as amended, the
“Credit Agreement”) (unless otherwise defined herein, all terms used herein with their
initial letter capitalized shall have the meaning given such terms in the Credit Agreement).



     B. The Borrower has requested that the lenders party to the Credit Agreement amend the Credit
Agreement as set forth herein. Subject to the terms and conditions herein contained, the Executing
Lenders have agreed to the Borrower’s request.



     NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed, the Borrower, the Administrative Agent and each Executing Lender
hereby agree as follows:



     Section 1. Amendments. In reliance on the representations, warranties,
covenants and agreements contained in this Fifth Amendment, and subject to the terms and conditions
contained herein, the Credit Agreement is hereby amended effective as of the Effective Date, in the
manner provided in this Section 1.



          1.1 Additional Definition. Section 1.01 of the Credit Agreement is amended to add
thereto in alphabetical order the definition of “Fifth Amendment” which shall read in full
as follows:




     “Fifth Amendment” means that certain Fifth Amendment to Second Amended
and Restated Credit Agreement dated as of February 9, 2009, among the Borrower, the
Administrative Agent and the Executing Lenders defined therein.



          1.2 Amendments to Definitions. The definitions of the terms “Loan Documents”,
“Material Subsidiary”, and “Nonrecourse Subsidiary” set forth in Section 1.01 of
the Credit Agreement are amended to read in full as follows:




     “Loan Documents” means this Agreement, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the
Notes, the Subsidiary Guaranties, the Letters of Credit, any Borrowing Request, any
Interest Election Request, any Assignment and Acceptance, the Fee Letter, and all
other agreements (including Hedging Agreements) relating to this Agreement, the
Loans or the Lender Indebtedness entered into from time to time between or among the
Borrower (or



FIFTH
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any or all of its Subsidiaries) and the Administrative Agent or any
Lender (or, with respect to the Hedging Agreements, any Affiliates of any Lender), and any
document delivered by the Borrower or any of its Subsidiaries in connection with the
foregoing, as such documents, instruments or agreements may be amended, modified or
supplemented from time to time.




     “Material Subsidiary” means, as of any date of determination, any
Subsidiary of the Borrower (other than a Nonrecourse Subsidiary) which is organized
under the laws of the United States of America, any State thereof, or the District
of Columbia and either (a) has assets (including, without limitation, assets of any
subsidiary of such Subsidiary) having a book value as of such date equal to or
greater than ten percent (10%) of the consolidated assets of the Borrower and its
Subsidiaries, or (b) accounts (together with any subsidiary of such Subsidiary) for
more than ten percent (10%) of the consolidated revenues of the Borrower and its
Subsidiaries as determined for the most-recently ended four (4) Fiscal Quarter
period ending on or prior to such date of determination, or (c) accounts (together
with any subsidiary of such Subsidiary) for more than ten percent (10%) of EBITDA of
the Borrower and its Subsidiaries as determined for the most-recently ended four (4)
Fiscal Quarter period ending on or prior to such date of determination. A
Subsidiary of a Material Subsidiary shall not be deemed to be a Material Subsidiary
unless such Subsidiary itself meets the requirements of this definition. As of
October 19, 2007, “Material Subsidiaries” means the Subsidiaries set forth
(and designated as such) on Schedule 3.11.




     “Nonrecourse Subsidiary” means a Subsidiary that, as of any date of
determination, (a) has no Indebtedness for borrowed money except Indebtedness that
is non-recourse to the Borrower or any of it Subsidiaries (other than such
Subsidiary) or to such Subsidiary’s Property other than Property financed by the
Indebtedness in question pursuant to customary non-recourse provisions (including
normal and customary exceptions to the non-recourse nature thereof) or (b) is
created for the sole purpose and business of owning and holding specific Property
financed by Indebtedness and does not, and by the terms of its organizational
documents, or other agreement to which it or its Property are subject, can not, (i)
own or hold any Property other than the specific Property financed by such
Indebtedness or similar Property, (ii) participate in any other business or (iii)
incur any Indebtedness other than the Indebtedness to finance the specific Property
and Indebtedness permitted by clause (l) of Section 7.01).



     Section 2. Effectiveness of Amendment. This Fifth Amendment shall be
effective automatically and without the necessity of any further action by the Administrative
Agent, the Borrower or any Lender when counterparts hereof have been executed by the Administrative
Agent, the Borrower, the Required Lenders and the Material Subsidiaries (which may include telecopy
or other electronic transmission of a signed signature page of this Fifth Amendment) shall have
been received by the Administrative Agent, and each of the following conditions to the
effectiveness hereof have been satisfied:




     (a) Representations. The representations and warranties contained
herein and in all other Loan Documents, as amended hereby, shall be true and correct
in all material respects as of the Effective Date as if made on the Effective Date,
except for such representations and warranties limited by their terms to a specific
date;




     (b) Default. After giving effect to this Fifth Amendment, no Default
shall exist; and





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      (c) Other Proceedings. All proceedings taken in connection with the
transactions contemplated by this Fifth Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Administrative
Agent and its counsel.



     Section 3. Representations and Warranties of the Borrower. To induce the
Executing Lenders and the Administrative Agent to enter into this Fifth Amendment, the Borrower and
each Material Subsidiary (by its execution of this Fifth Amendment below), represent and warrant to
the Administrative Agent and the Lenders as follows:



          3.1 Reaffirmation of Representations and Warranties. Each representation and warranty
of the Borrower and each Material Subsidiary contained in the Credit Agreement and the other Loan
Documents is true and correct in all material respects on the date hereof after giving effect to
the amendments set forth in Section 1 hereof but except for such representations and
warranties limited by their terms to a specific date.



          3.2 Due Authorization, No Conflicts. The execution, delivery and performance by the
Borrower and each Material Subsidiary of this Fifth Amendment and the Loan Documents executed
pursuant hereto are within the Borrower’s and each Material Subsidiary’s corporate powers, have
been duly authorized by all necessary action, require no action by or in respect of, or filing
with, any governmental body, agency or official and do not violate or constitute a default under
any provision of applicable law or any material agreement binding upon the Borrower or any of its
Subsidiaries, or result in the creation or imposition of any Lien upon any of the assets of the
Borrower or any of its Subsidiaries except for Permitted Encumbrances.



          3.3 Validity and Binding Effect. This Fifth Amendment constitutes the valid and
binding obligation of the Borrower enforceable in accordance with its terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally and (b) the availability of equitable remedies may be limited by
equitable principles of general application. This Fifth Amendment constitutes the valid and
binding obligations of each Material Subsidiary enforceable in accordance with its terms, except as
(a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting
creditor’s rights generally and (b) the availability of equitable remedies may be limited by
equitable principles of general application.



          3.4 No Defenses. As of the date hereof, neither the Borrower nor any Material
Subsidiary has any defenses to payment, counterclaim or rights of set-off with respect to their
respective obligations under the Loan Documents.



          3.5 Absence of Defaults. After giving effect to the amendments set forth in
Section 1 hereof, no Default exists.



     Section 4. Miscellaneous.



          4.1 Reaffirmation of Loan Documents. The terms and provisions set forth in this Fifth
Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit
Agreement and except as expressly modified and superseded by this Fifth Amendment, the terms and
provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and
shall continue in full force and effect. Borrower, the Material Subsidiaries, the Administrative
Agent, and the Lenders agree that the Credit Agreement as amended hereby and the other Loan
Documents shall continue to be legal, valid, binding and enforceable in accordance with their
respective terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency
or similar laws affecting creditor’s rights generally and (b) the availability of equitable
remedies may be limited by equitable principles of



FIFTH
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general application. Borrower agrees that the
obligations, indebtedness and liabilities of the Borrower arising under the Credit Agreement, as
amended by this Fifth Amendment are “Obligations” as defined in the Subsidiary Guaranties.


          4.2 Parties in Interest. All of the terms and provisions of this Fifth Amendment
shall bind and inure to the benefit of the parties hereto and their respective successors and
assigns.



          4.3 Counterparts. This Fifth Amendment may be executed in counterparts, and all
parties need not execute the same counterpart. Facsimiles or other electronic communications
(e.g., pdf) shall be effective as originals.



          4.4 Complete Agreement. THIS FIFTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.



          4.5 Headings. The headings, captions and arrangements used in this Fifth Amendment
are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or
modify the terms of this Fifth Amendment, nor affect the meaning thereof.



          4.6 Survival of Representations and Warranties. All representations and warranties
made in this Fifth Amendment shall survive the execution and delivery of this Fifth Amendment, and
no investigation by the Administrative Agent or any Lender or any closing shall affect the
representations and warranties or the right of the Administrative Agent or any Lender to rely upon
them.



          4.7 Reference to Agreement. Each of the Loan Documents, including the Credit
Agreement and any and all other agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended
hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement
shall mean a reference to the Credit Agreement as amended hereby.



          4.8 Expenses of Lender. As provided in the Agreement, Borrower agrees to pay on
demand all costs and expenses incurred by Administrative Agent in connection with the preparation,
negotiation, and execution of this Fifth Amendment and the other Loan Documents executed pursuant
hereto, including without limitation, the costs and fees of Administrative Agent’s legal counsel.



          4.9 Severability. Any provision of this Fifth Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Fifth Amendment and the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.



          4.10 Applicable Law. This Fifth Amendment and all other Loan Documents executed
pursuant hereto shall be governed by and construed in accordance with the laws of the State of
Texas and the applicable laws of the United States of America.



          4.11 Required Lenders. Pursuant to Section 10.02 of the Credit Agreement, the Credit
Agreement may be modified as provided in this Fifth Amendment with the agreement of the Required
Lenders which means Lenders having (a) fifty-one percent (51%) or more of the Aggregate Revolving
Commitment or (b) if the Aggregate Revolving Commitment has been terminated, fifty-one



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percent
(51.0%) or more of the Aggregate Revolving Credit Exposure (such percentage applicable to a Lender,
herein such Lender’s “Required Lender Percentage”). For purposes of determining the
effectiveness of this Amendment, each Lender’s Required Lender Percentage is set forth on Schedule
4.11 hereto.



     IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be duly executed by
their respective authorized officers on the date and year first above written.



	 	 	 	 	 
	 	TRINITY INDUSTRIES, INC.

 	 
	 	By:  	/s/ William A. McWhirter	 
	 	 	William A. McWhirter,  	 
	 	 	Senior Vice President and

Chief Financial Officer 	 
	 
	 	

JPMORGAN CHASE BANK, N.A.,
as a Lender, the 
 Issuing
Bank, the Swingline Lender and
as 
Administrative Agent

 	 
	 	By:  	/s/ Brian Mc Dougal	 
	 	 	Name: 	Brian Mc Dougal	 
	 	 	Title: 	Vice President	 
	 



FIFTH
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	 	THE ROYAL BANK OF SCOTLAND plc,

as a Lender and as a Syndication Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



FIFTH
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	 	WACHOVIA BANK, NATIONAL ASSOCIATION, as
 a
Lender and as a Syndication Agent

 	 
	 	By:  	/s/ W. Scott Powell	 
	 	 	Name:  	W. Scott Powell	 
	 	 	Title:  	Vice President	 
	 



FIFTH
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	 	BANK OF AMERICA, N.A., as a Lender

and as a Syndication Agent

 	 
	 	By:  	/s/ Allison W. Cannally	 
	 	 	Name:  	Allison W. Cannally	 
	 	 	Title:  	Vice - President	 
	 


FIFTH
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	 	DRESDNER BANK AG, NEW YORK

AND GRAND CAYMAN BRANCHES,

as a Lender

 	 
	 	By:  	/s/ Brian Smith 	 
	 	 	Name:  	Brian Smith 	 
	 	 	Title:  	Managing Director	 
	 
	 	 	 
	 	By:  	/s/ Mark McGuigan
 	 
	 	 	Name:  	Mark McGuigan	 
	 	 	Title:  	Vice President	 
	 



FIFTH
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	 	CREDIT SUISSE (FKA CREDIT SUISSE FIRST 
BOSTON),
CAYMAN ISLANDS BRANCH, as a 
Lender
 	 
	 
	 	By:  	/s/ Karl M Studer	 
	 	 	Name:  	Karl M Studer	 
	 	 	Title:  	Director	 
	 
	 	 	 
	 	By:  	  /s/ Jay Chall
 	 
	 	 	Name:  	Jay Chall	 
	 	 	Title:  	Director	 
	 



FIFTH
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	 	AMEGY BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By:  	/s/ Melinda Jackson	 
	 	 	Name:  	Melinda Jackson	 
	 	 	Title:  	Senior Vice President	 
	 



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	 	LLOYDS TSB Bank, PLC, as a Lender

 	 
	 	By:  	/s/ Deborah Carlson	 
	 	 	Name:  	Deborah Carlson	 
	 	 	Title:  	Director	 
	 
	 	 	 
	 	By:  	/s/ Carlos Lopez
 	 
	 	 	Name:  	Carlos Lopez	 
	 	 	Title:  	Assistant Director	 
	 



FIFTH
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	 	BANK OF TEXAS, N.A., as a Lender

 	 
	 	By:  	/s/ Alan Morris	 
	 	 	Name:  	Alan Morris	 
	 	 	Title:  	Vice President	 
	 


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Material Subsidiary Consent





     Each of the undersigned Material Subsidiaries: (i) consent and agree to this Fifth Amendment
(including, without limitation, the terms of Sections 3 and 4.1); (ii) agree that the Loan
Documents to which it is a party shall remain in full force and effect and shall continue to be the
legal, valid and binding obligation of such Material Subsidiary enforceable against it in
accordance with their respective terms except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditor’s rights generally and (b) the
availability of equitable remedies may be limited by equitable principles of general application;
and (iii) agree that the obligations, indebtedness and liabilities of the Borrower arising under
the Credit Agreement as amended by the Fifth Amendment are “Obligations” as defined in each
Subsidiary Guaranty.



	 	 	 	 	 
	 	TRANSIT MIX CONCRETE & MATERIALS COMPANY

TRINITY INDUSTRIES LEASING COMPANY

TRINITY MARINE PRODUCTS, INC.

TRINITY RAIL GROUP, LLC

TRINITY TANK CAR, INC.

TRINITY PARTS AND COMPONENTS, LLC (formerly 
     Trinity
Rail Components & Repair, Inc.)

TRINITY NORTH AMERICAN FREIGHT CAR, INC. 
     (formerly
Thrall Trinity Freight Car, Inc.)

 	 
	 	By:  	/s/ William A. McWhirter	 
	 	 	William A. McWhirter, Senior Vice President of 	 
	 	 	each Material Subsidiary 	 
	 


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SCHEDULE 4.11

TO

FIFTH AMENDMENT

TO

SECOND AMENDED AND RESTATED CREDIT AGREEMENT




REQUIRED LENDER PERCENTAGE




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Lenders Agreeing to Fifth
	 	 	 	 	 	 	Amendment (insert % from prior
	 	 	 	 	 	 	column if Lender signs this Fifth
	 	 	Required Lender	 	Amendment then total
	Lender	 	Percentage Held	 	percentages in this column)
	JPMorgan Chase Bank, N.A.
	 	 	18.823529412	%	 	 	 	 
	The Royal Bank of Scotland plc
	 	 	16.470588235	%	 	 	 	 
	Wachovia Bank, N.A.
	 	 	15.294117647	%	 	 	 	 
	Bank of America, N.A.
	 	 	15.294117647	%	 	 	 	 
	Lloyds TSB Bank plc
	 	 	9.411764706	%	 	 	 	 
	Dresdner Bank AG, New York
and Grand Cayman Branches
	 	 	8.235294118	%	 	 	 	 
	Credit Suisse (FKA Credit
Suisse First Boston) Cayman
Islands Branch
	 	 	7.058823529	%	 	 	 	 
	Amegy Bank National
Association
	 	 	4.705882353	%	 	 	 	 
	Bank of Texas
	 	 	4.705882353	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TOTAL
	 	 	100	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 






SCHEDULE 4.11, Solo Page