EX-10.1






Exhibit 10.1




AMENDMENT NO. 1

to the

SECOND AMENDED AND RESTATED WAREHOUSE LOAN AGREEMENT




This AMENDMENT NO. 1, dated as of February 4, 2011 (this “Amendment”), to the SECOND
AMENDED AND RESTATED WAREHOUSE LOAN AGREEMENT, dated as of May 29, 2009 (the “Loan
Agreement”), is entered into by and among TRINITY INDUSTRIES LEASING COMPANY, a Delaware
corporation (the “Manager”), TRINITY RAIL LEASING WAREHOUSE TRUST (formerly known as
Trinity Rail Leasing Trust II), a Delaware statutory trust (the “Borrower”), the banks and
other lending institutions from time to time party to the Loan Agreement (each a “Lender”
and, collectively, the “Lenders”), CREDIT SUISSE AG, NEW YORK BRANCH (formerly known as
Credit Suisse First Boston, New York Branch), as Agent for the Lenders (the “Agent”), and
WILMINGTON TRUST COMPANY, in its capacity as Collateral Agent and Depositary (the “Collateral
Agent”). Capitalized terms used but not defined herein have the meaning set forth in the Loan
Agreement.



RECITALS:




WHEREAS, the parties hereto entered into a Warehouse Loan Agreement, dated as of June 27,
2002, which was amended and restated pursuant to the Amended and Restated Loan Agreement, dated as
of August 7, 2007, which was subsequently amended and restated by the Loan Agreement; and



WHEREAS, the parties hereto desire to amend the Loan Agreement as set forth herein.



NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



ARTICLE 1

AMENDMENTS




SECTION 1.1 Section 1.01 of the Loan Agreement is hereby amended by:



(a) deleting the words “the Maximum Advance Rate” in the definition of “Adjusted Facility
Amount” and inserting the number “0.75” in lieu thereof;



(b) deleting the number “225” in the definition of “Alternative Rate” and inserting
the number “175” in lieu thereof;



(c) replacing the existing definition of “Credit Exposure” with the following:




“‘Credit Exposure’, as applied to each Lender, means (i) in the case of
a Committed Lender at any time prior to the termination of the Commitments, the
difference of (A) the Commitment Percentage of such Lender multiplied by the
Committed Amount less (B) the aggregate principal amount of all outstanding Loans
funded by a Conduit Lender on behalf of such Committed Lender, and (ii) in the case
of a Conduit Lender and in the case of a Committed Lender at any time after the
termination of the Commitments, the aggregate principal balance of the outstanding
Loans of such Lender.”



(d) deleting the word “five” in clause (iv) of the definition of “Eligible Railcar”
and inserting the word “seven” in lieu thereof;



(e) replacing the existing clause (v) of the definition of “Eligible Railcar” with
the following:



“(v) a Railcar other than a Railcar with an age from its date of manufacture equal to or
greater than 25 years.”



(f) inserting the following clauses (xvi) and (xvii) immediately after the existing clause
(xv) and immediately prior to the existing clause (xvi) in the definition of “Excluded Assets
Amount” (and renumbering the existing clause (xvi) accordingly):



“(xvi) the amount by which (x) the Aggregate FMV of all Eligible Railcars with an age from
their respective date of manufacture equal to or greater than 20 years exceeds (y) 3.5% of the
Adjusted Facility Amount; plus



(xvii) the amount by which (x) the Aggregate FMV of all Eligible Railcars with an age from
their respective date of manufacture equal to or greater than 10 years exceeds (y) 15.0% of the
Adjusted Facility Amount; plus”



(g) deleting the number “250” in the definition of “Facility Margin” and inserting the
number “200” in lieu thereof;



(h) inserting the following definition of “Final Interim Repayment”:



“‘Final Interim Repayment’ has the meaning set forth in Section 2.06.”



(i) inserting the following definition of “Interim Repayment”:



“‘Interim Repayment’ means any Preliminary Interim Repayment or the Final Interim
Repayment.”



(j) deleting the words “the 30th anniversary of the Amendment Closing Date” in the
definition of “Legal Final Maturity Date” and inserting the words “February 4, 2041” in
lieu thereof;



(k) inserting the following definition of “Majority Lenders”:



“‘Majority Lenders’ means, collectively, Lenders whose aggregate Credit Exposure
constitutes more than 50% of the Credit Exposure of all Lenders at such time.”



(l) deleting the existing definition of “Maximum Advance Rate” in its entirety and
replacing it with the following definition:



“‘Maximum Advance Rate’ means, with respect to any Portfolio Railcar with an age from
its date of manufacture equal to or greater than 10 years as of any Calculation Date, 60.00%, and
with respect to any other Portfolio Railcar, 75.00%;



(m) inserting the following definition of “Preliminary Interim Repayment”:



“‘Preliminary Interim Repayment’ has the meaning set forth in Section 2.06.”



(n) deleting the existing definition of “Required Lenders” in its entirety and
replacing it with the following definition:



“‘Required Lenders’ means, collectively, Lenders whose aggregate Credit Exposure
constitutes more than 66-2/3% of the Credit Exposure of all Lenders at such time.”; and



(o) deleting the words “February 15, 2011” in the definition of “Revolving Termination
Date” and inserting the words “February 4, 2013” in lieu thereof.



SECTION 1.2 Section 2.06 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:



“Repayment and Maturity of Loans. On each of the first two Scheduled Payment Dates,
the Borrower shall repay to the Collection Account a principal amount of the Loans equal to the
excess (if any) of (x) the aggregate principal amount of the Loans outstanding as of such
Scheduled Payment Date minus (y) the Permitted Interim Outstanding Principal Amount
applicable to such Scheduled Payment Date (either such amount, a ‘Preliminary Interim
Repayment’). On the third Scheduled Payment Date, the Borrower shall repay to the Collection
Account, and there shall become due and payable, the remainder of the aggregate outstanding
principal amount of the Loans and all accrued interest thereon (including all Aggregate Default
Interest and all accrued interest thereon) (such amount, the ‘Final Interim Repayment’),
and the Loans of each Lender shall be ratably repaid. In the event that any Interim Repayment is
not paid when due, the Agent may, with the prior written consent of each Lender (which such consent
shall be in the sole discretion of each such Lender) extend any such payment date on terms
satisfactory to such Lenders (in their sole discretion); provided that, any such extension
shall not extend any such payment beyond the Legal Final Maturity Date.”



SECTION 1.3 Section 2.07 of the Loan Agreement is hereby amended by inserting the
following clause (b)(vii) immediately after the existing clause (b)(vi):



“(vii) If any Interim Repayment shall not have been paid when due, the Agent (at the written
request of the Majority Lenders) shall direct the Borrower (at any time on or after the date when
such amount was due) to (and upon receipt of such direction the Borrower shall or shall cause the
Manager to) sell all or any part of the Collateral in the amount and in the manner specified by the
Agent, and upon any such sale the Borrower shall prepay a portion of the principal amount of the
outstanding Loans in an aggregate amount equal to the Net Cash Proceeds for each Railcar so sold.
For the avoidance of doubt, the failure of the Agent or the Lenders to give or make any such
direction or request, as applicable, on the date that any Interim Repayment was not paid when due
shall not waive their respective rights to give such direction at any future time that such amount
continues to be unpaid.”



SECTION 1.4 Section 7.05 of the Loan Agreement is hereby amended by inserting the
words “or Section 2.07(b)(v), as applicable,” immediately after the words “Section
2.07(b)(iv)” and immediately before the words “shall have or simultaneously therewith” in
clause (iii).



SECTION 1.5 Section 9.01 of the Loan Agreement is hereby amended by:



(a) inserting the words “any principal constituting part of an Interim Repayment due before
but not on or after the Legal Final Maturity Date or” immediately after the words “other than” and
immediately before the words “payments of principal” in clause (a)(i)(B);



(b) inserting the words “(other than failure to pay any principal constituting part of an
Interim Repayment due before but not on or after the Legal Final Maturity Date)” immediately after
the words “shall occur” and immediately before the words “, which default shall continue” in clause
(a)(ii); and



(c) inserting the following clause “(n)” immediately after the existing clause “(m)”:



“(n) Required Asset Disposition. The Borrower shall fail to make (or cause to be
made) any Asset Disposition required under Section 2.07(b)(vii) within six months of
receiving direction from the Agent to make any such Asset Disposition, in each case in accordance
with the terms set forth in such direction.”



SECTION 1.6 Section 2.09 of the Loan Agreement is hereby amended by deleting the
number “100” in the first sentence and inserting the number “75” in lieu thereof.



SECTION 1.7 Section 11.03 of the Loan Agreement is hereby amended by deleting the
existing clause (a) and replacing it with the following:



“(a) in the case of this Agreement, upon the Agent (x) requesting from each Rating Agency (if
any) a determination whether, as a result of any such amendment (except for changes to the
definition of “Committed Amount,” “Scheduled Payment Date” or the dates on which any Interim
Repayment is due pursuant to Section 2.06, or other changes or agreements in respect of the
subject matter herein which are, in the judgment of the Agent, ministerial or address mechanical
matters not raising any substantive credit-related concerns, including in respect of such repayment
and release matters associated with Asset Dispositions under Section 7.05), it would cause
the rating of the Notes to be reduced or withdrawn, and providing notice of such determination to
the Borrower and each of the Lenders or (y) giving written notice to each Rating Agency (if any) of
any such amendment (except for changes to the definition of “Committed Amount,” “Scheduled Payment
Date” or the dates on which any Interim Repayment is due pursuant to Section 2.06, or other
changes or agreements in respect of the subject matter herein which are, in the judgment of the
Agent, ministerial or address mechanical matters not raising any substantive credit-related
concerns, including in respect of such repayment and release matters associated with Asset
Dispositions under Section 7.05) at least ten days prior to the effective date with respect
thereto and, prior to the expiration of such ten day period, no such Rating Agency shall have
issued any written notice that such amendment would cause the rating of the Notes to be reduced or
withdrawn, and”



ARTICLE 2

CONDITIONS




SECTION 2.1 Conditions to Effectiveness. This Amendment shall become effective on the
date on which the Agent has received:



(a) signature pages to this Amendment duly executed by each party hereto (including each
Lender);



(b) a copy of the Organizational Documents of each Facility Party, certified as of a recent
date by the Secretary of State of its state of organization, to the extent such documents have been
amended, supplemented or modified since May 29, 2009;



(c) a certificate as to the good standing of each Facility Party from such Secretary of State,
as of a recent date;



(d) a certificate of the Secretary or Assistant Secretary of each Facility Party, dated as of
the date of this Amendment, and certifying (A) that the certificate or articles of incorporation or
other Organizational Documents, as applicable, of such Person have not been amended either since
the date of the last amendment thereto shown on the related certificate furnished pursuant to
clause (b) above or since May 29, 2009, if no certificate is required to be furnished pursuant to
clause (b) above; (B) that attached thereto is a true and complete copy of the agreement of limited
partnership, operating agreement or by-laws of such Person, as in effect on the date of this
Amendment (or a certification that such documents have not been amended, supplemented, or otherwise
modified since May 29, 2009) and in effect at all times since a date prior to the date of the
resolutions described in clause (C) below, (C) that attached thereto is a true and complete copy of
resolutions duly adopted by the board of directors or other governing body of such Person,
authorizing the execution, delivery and performance of this Amendment to which it is to be a party,
and that such resolutions have not been modified, rescinded or amended and are in full force and
effect; and (D) as to the incumbency and specimen signature of each officer executing this
Amendment or any other document delivered in connection herewith or therewith on behalf of the such
Person;



(e) a certificate of another officer as to the incumbency and specimen signature of the
Secretary or Assistant Secretary executing the certificate pursuant to clause (d) above;



(f) a favorable written opinion of in-house counsel to each Facility Party, addressed to the
Agent and each Lender, dated as of the date of this Amendment, in form and substance satisfactory
to the Agent;



(g) a favorable written opinion of Kaye Scholer LLP, counsel to each Facility Party, addressed
to the Agent and each Lender, dated as of the date of this Amendment, in form and substance
satisfactory to the Agent;



(h) evidence that all costs, fees and expenses due to the Agent and the Lenders on or before
the date of this Amendment shall have been paid, in each case to the extent invoiced or otherwise
notified to the Borrower in writing; and



(i) such other documents as the Agent or Mayer Brown LLP, counsel for the Agent, may
reasonably request.



ARTICLE 3

MISCELLANEOUS




SECTION 3.1 Waiver. The obligations of the Agent under Section 11.03(a) of
the Loan Agreement shall be satisfied to the extent such obligations are performed in accordance
with Section 11.03(a) of the Loan Agreement as modified hereby, and each of the parties, by
its execution of this Amendment, waives any rights it may otherwise have pursuant to Section
11.03(a) of the Loan Agreement.



SECTION 3.2 Amendment of Sale Agreement. By its execution of this Amendment, the
Agent and each of the Lenders consents to the amendment of the Sale Agreement substantially in the
form set forth on Exhibit A hereto.



SECTION 3.3 Direction. The Agent hereby requests and directs the Collateral Agent to
execute and deliver this Amendment, and hereby certifies and confirms to the Collateral Agent that
the execution and delivery of this Amendment by the Collateral Agent is authorized and permitted by
the Security Agreement and the other Loan Documents.



SECTION 3.4 Representations and Warranties. Each Facility Party represents and
warrants that its respective representations and warranties set forth in Article V of the
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.



SECTION 3.5 Effect of Amendment. This Amendment shall constitute a “Loan Document”
within the meaning of the Loan Agreement. All provisions of the 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 Loan Agreement (or in any other Transaction
Document) to the Loan Agreement shall be deemed to be references to the Loan Agreement as amended
hereby.



SECTION 3.6 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.



SECTION 3.7 Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York.



SECTION 3.8 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 Loan
Agreement or any provision hereof or thereof.



[Signature Pages Follow]





1






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





	 	 	 	TRINITY INDUSTRIES LEASING COMPANY






	 	 	 	By: /s/ C. Lance Davis






	 	 	Name: C. Lance Davis

Title: Vice President






TRINITY RAIL LEASING WAREHOUSE TRUST (formerly known
as Trinity Rail Leasing Trust II)




	 	 	 	By: /s/ C. Lance Davis






	 	 	Name: C. Lance Davis

Title: Vice President




2










WILMINGTON TRUST COMPANY,


as Collateral Agent and Depositary




	 	 	 	By: /s/ Robert P. Hines, Jr.






	 	 	Name: Robert P. Hines, Jr.

Title: Assistant Vice President

By: /s/ Robert P. Hines, Jr.

Name: Robert P. Hines, Jr.

Title: Assistant Vice President




3










CREDIT SUISSE AG, NEW YORK BRANCH (formerly known as
Credit Suisse, New York Branch), as Agent and as a
Committed Lender




	 	 	 	By: /s/ Robert W. Conner






	 	 	Name: Robert W. Conner

Title: Director






	 	 	 	By: /s/ Maureen Coen






	 	 	Name: Maureen Coen

Title: Managing Director




4










ALPINE SECURITIZATION CORP.,


as a Conduit Lender




By Credit Suisse AG, New York Branch, as its
administrative agent




	 	 	 	By: /s/ Robert W. Conner






	 	 	Name: Robert W. Conner

Title: Director






	 	 	 	By: /s/ Maureen Coen






	 	 	Name: Maureen Coen

Title: Managing Director




5










COÖPERATIEVE CENTRALE RAIFFEISEN- BOERENLEENBANK
B.A., “RABOBANK INTERNATIONAL”, NEW YORK BRANCH,


as a Committed Lender




	 	 	 	By: /s/ Christopher Lew






	 	 	Name: Christopher Lew

Title: Vice President






	 	 	 	By: /s/ Brett Delfino






	 	 	Name: Brett Delfino

Title: Executive Director




6










	 	 	 	NIEUW
AMSTERDAM RECEIVABLES CORPORATION,






as a Conduit Lender




	 	 	 	By: /s/ Damian Perez






	 	 	Name: Damian Perez

Title: Vice President




7










GRESHAM RECEIVABLES (No. 3) Limited,


as a Committed Lender and a Conduit Lender




	 	 	 	By: /s/ S.M. Hollywood






	 	 	Name: S.M. Hollywood

Title: Director




8










CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
(formerly known as Calyon New York Branch), as a
Committed Lender




	 	 	 	By: /s/ Priya Vrat






	 	 	Name: Priya Vrat

Title: Director






	 	 	 	By: /s/ Brian Bolotin






	 	 	Name: Brian Bolotin

Title: Managing Director




9










WELLS FARGO CAPITAL FINANCE, LLC (formerly known as
Wells Fargo Foothill, LLC),


as a Committed Lender




	 	 	 	By: /s/ Edward Chang






	 	 	Name: Edward Chang

Title: VP






	 	 	 	By: /s/ Ginger Brown






	 	 	Name: Ginger Brown

Title: SVP




10









EXHIBIT A



FORM OF AMENDMENT TO SALE AGREEMENT

AMENDMENT NO. 1

to the

SECOND AMENDED AND RESTATED

ASSET CONTRIBUTION AND PURCHASE AGREEMENT




This AMENDMENT NO. 1, dated as of February 4, 2011 (this “Amendment”), to the SECOND
AMENDED AND RESTATED ASSET CONTRIBUTION AND PURCHASE AGREEMENT, dated as of May 29, 2009 (the
“Sale Agreement”), is entered into between TRINITY INDUSTRIES LEASING COMPANY, a Delaware
corporation (“Trinity”), and TRINITY RAIL LEASING WAREHOUSE TRUST (formerly known as
Trinity Rail Leasing Trust II), a Delaware statutory trust (the “Company”).



RECITALS:




WHEREAS, the Company and Trinity are parties to the Second Amended and Restated Warehouse Loan
Agreement, dated as of May 29, 2009 (the “Loan Agreement”), by and among Trinity, the
Company, the banks and other lending institutions from time to time party to the Loan Agreement,
Credit Suisse AG, New York Branch and Wilmington Trust Company.



WHEREAS, the parties have entered into an Amendment No. 1 (the “WLA Amendment”), dated
on or about the date of this Amendment, to the Loan Agreement.



WHEREAS, the parties desire to amend the Sale Agreement as set forth herein.



NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:



ARTICLE 1

AMENDMENTS




SECTION 3.9 Section 3.17 of the Sale Agreement is hereby amended by:



(a) inserting the words “or acquired” after the word “originated” in clause (o) thereof; and



(b) inserting the words “, unless otherwise noted in the Funding Package pursuant to which
such Lease becomes a Portfolio Lease and approved by the Agent” after the words “Loan Agreement” in
clause (w) thereof.



SECTION 3.10 Section 3.12 of the Sale Agreement is hereby amended by deleting the
number “5” in clause (I) and inserting the number “7” in lieu thereof.



ARTICLE 2

CONDITIONS




SECTION 3.11 Conditions to Effectiveness. This Amendment shall become effective on
the date on which the Agent has received:



(a) signature pages to this Amendment duly executed by each party hereto;



(b) a duly executed copy of the WLA Amendment evidencing the approval by the Agent (acting at
the direction of the Required Lenders) of this Amendment;



(c) a favorable written opinion of in-house counsel to each Facility Party, addressed to the
Agent and each Lender, dated on or about the date of this Amendment, in form and substance
satisfactory to the Agent;



(d) a favorable written opinion of Kaye Scholer LLP, counsel to each Facility Party, addressed
to the Agent and each Lender, dated on or about the date of this Amendment, in form and substance
satisfactory to the Agent; and



(e) such other documents as the Agent or Mayer Brown LLP, counsel for the Agent, may
reasonably request.



ARTICLE 3

MISCELLANEOUS




SECTION 3.12 Representations and Warranties. Trinity represents and warrants that its
respective representations and warranties set forth in Article III of the Sale 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.



SECTION 3.13 Effect of Amendment. All provisions of the Sale 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 Sale Agreement (or in any other Transaction
Document) to the Sale Agreement shall be deemed to be references to the Sale Agreement as amended
hereby.



SECTION 3.14 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.



SECTION 3.15 Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York.



SECTION 3.16 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 Sale
Agreement or any provision hereof or thereof.



[Signature Pages Follow]





11






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




	 	 	 	TRINITY INDUSTRIES LEASING COMPANY






	 	 	 	By: 






Name:


Title:




TRINITY RAIL LEASING WAREHOUSE TRUST (formerly known
as Trinity Rail Leasing Trust II)




	 	 	 	By: 






Name:


Title:




12