ASSIGNMENT AND ASSUMPTION AGREEMENT
 st
    1.
    
    Assignment  Assignor hereby assigns to Assignee all of its rights,
title, interest, duties and obligations under the Agreement and Riders, effective on the
Effective Date (as defined below).2.
    
    Liability  Assignee hereby assumes Assignors duties, obligations, and
rights under the Agreement and Riders, effective on the Effective Date (as defined
below). For the avoidance of doubt, Assignee is responsible for any liability under the
Agreement and Riders regardless of whether that liability occurred before or after the
Effective Date (as defined below). Assignee agrees to indemnify, defend and hold
harmless Assignor from any and all claims, causes of action, costs, demands, damages,
expenses, liabilities, and losses including, without limitation, reasonable attorneys
fees arising out of or in connection with the Agreement and Riders.3.
    
    Effective Date  The assignment shall be effective on April 1, 2008 (the
Effective Date).4.
    
    Due Authorization  Assignor and Assignee represent and warrant that they
have the requisite power and authority to execute, deliver, and perform this Agreement.
Assignor and Assignee further represent and warrant that this Assignment and Assumption
Agreement has been duly executed and delivered and is a valid and binding obligation on
each of them.5.
    
    Entire Agreement  This Assignment and Assumption Agreement evidences the
entire agreement between Assignor and Assignee with respect to the subject matter hereof
and supersedes all prior agreements, understandings, proposals, offers,
negotiations, and discussions, whether oral or written, between or among Assignor and
Assignee.6.
    
    Binding Effect  This Assignment and Assumption Agreement shall be
binding upon and inure to the benefit of the successors and assigns of the Assignor and
Assignee.
 1




---



##### 



7.
    
    Law and Jurisdiction  This Assignment and Assumption Agreement will be governed and
construed in accordance with the laws of the State of Texas, without reference to the choice
of law principles thereof. Disputes between Assignor and Assignee arising out of or in
connection with this Assignment and Assumption Agreement will be subject to the exclusive
jurisdiction of the state and federal courts in the State of Texas.8.
    
    Counterparts  This Assignment and Assumption Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts shall together constitute the same instrument.
   2




---



##### 



COMMODITY SPECIALISTS COMPANY,
as AssignorBy:

/s/ O. William MikkelsonName:
    O. William MikkelsonTitle:
    Co-Pres. & CFORED TRAIL ENERGY, LLC,
as AssigneeBy:
    /s/ Mark E. KlimpelName:
    Mark E. KlimpelTitle:
    CFOACKNOWLEDGED AND AGREED TO BY: 
TRINITY INDUSTRIES LEASING COMPANY,By:
    /s/ Thomas C. JardineName:
    Thomas C. JardineTitle:
    Vice President 3




---



##### 



STATE OF MINNESOTA
    
    
    ))COUNTY OF WASHINGTON
    
    
    )
 th
  /s/ Jean A. JohnsonName:(SEAL)
    Notary PublicMy Commission Expires: Jan 31, 2010
Residing in Washington County  4




---



##### 



STATE OF NORTH DAKOTA
    
    
    ))COUNTY OF STARK
    
    
    )
 
  /s/ Deell HoffName:(SEAL)
    Notary PublicMy Commission Expires:
Residing in Oct 21, 2011  5




---



##### 



STATE OF TEXAS
    
    
    ))COUNTY OF DALLAS
    
    
    )
 th th
  /s/ Danielle HendersonName:
    Danielle HendersonNotary PublicMy Commission Expires: 6/9/08 
Residing in Cedar Hill, TX(SEAL) 6




---



##### 



EXHIBIT A
 Document:
    
    Rider Six (6) dated November 15, 2005Rental Rate:
    
    $691.00 per car per monthScheduled Maturity Date:
    
    November 5, 2011Equipment:
    
    6,351 cubic foot quadruple covered hopper carsQuantity:
    
    Five (5)Road Numbers & Mark:
    
    TILX 637673, 637674, 637675, 637676, 637677Document:
    
    Rider Seven (7) dated September 25, 2006Rental Rate:
    
    $694.00 per car per monthScheduled Maturity Date:
    
    January 31, 2013Equipment:
    
    6,351 cubic foot quadruple covered hopper carsQuantity:
    
    Fifty (50)Road Numbers & Mark:
    
    TILX 637733, 637734, 637735, 637736, 637737,
637738, 637739, 637740, 637741, 637742,
637743, 637744, 637745, 637746, 637747,
637748, 637749, 637750, 637751, 637752,
637753, 637754, 637755, 637756, 637757,
637758, 637759, 637760, 637761, 637762,
637763, 637764, 637765, 637766, 637767,
637768, 637769, 637770, 637771, 637772,
637773, 637774, 637775, 637776, 637777,
637778, 637779, 637780, 637781, 637782
 7