President
Material Subsidiary Consent
Each of the undersigned Material Subsidiaries: (i) consent and agree to this
Agreement; (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; (iii) agree that any reference
to the Credit Agreement in the Subsidiary Guaranty to which it is a party shall
mean a reference to this Agreement; and (iv) the obligations, indebtedness and
liabilities of the Borrower arising under this Agreement and all other Lender
Indebtedness are "Obligations" as defined in the Subsidiary Guaranty to which it
is a party.
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.)
TRINITY
STRUCTURAL TOWERS, INC
TRINITY HIGHWAY PRODUCTS, LLC
By:
/s/
Gail M. Peck
Gail M. Peck, Treasurer of each Material
Subsidiary
Index of Schedules and Exhibits
SCHEDULES:
SCHEDULE 1.01
-
Existing Letters of Credit
SCHEDULE 1.01(a)
-
Existing Subsidiary Guaranties SCHEDULE 1.02
-
Calculation of MLA Cost SCHEDULE 2.01
-
Revolving Commitments
SCHEDULE 3.06
-
Disclosed Matters SCHEDULE 3.11
-
Subsidiaries SCHEDULE 3.13
-
Employee Matters SCHEDULE 6.01
-
Existing Indebtedness SCHEDULE 6.02
-
Existing Liens SCHEDULE
6.08
-
Existing Restrictions EXHIBITS:
EXHIBIT A
-
Form of Assignment and Acceptance EXHIBIT B
-
Form of Borrowing
Request EXHIBIT C
-
Form of Interest Election Request EXHIBIT D
-
Form of Compliance Certificate EXHIBIT E
-
Form of Revolving
Credit Note EXHIBIT F
-
Form of Certificate of Effectiveness EXHIBIT G
-
Form of Increased Commitment Supplement EXHIBIT H
-
Form
of Subsidiary Guaranty
EXHIBIT A
[FORM OF]
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Third Amended and Restated Credit Agreement dated as of
October 20, 2011 (as amended and in effect on the date hereof, the "Credit
Agreement"), among Trinity Industries, Inc., the Lenders named therein, JPMorgan
Chase Bank, N.A., as Administrative Agent for the Lenders. Terms defined in the
Credit Agreement are used herein with the same meanings.
The Assignor named herein hereby sells and assigns, without recourse, to the
Assignee named herein, and the Assignee hereby purchases and assumes, without
recourse, from the Assignor, effective as of the Assignment Date set forth
herein, the interests set forth herein (the "Assigned Interest"), in the
Assignor's rights and obligations under the Credit Agreement and the other Loan
Documents, including the interests set forth herein, in the Commitments of the
Assignor on the Assignment Date and Loans owing to the Assignor which are
outstanding on the Assignment