10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2010

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ________.

Commission File Number 1-6903

Trinity Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State of Incorporation)	75-0225040 (I.R.S. Employer Identification No.)
2525 Stemmons Freeway Dallas, Texas (Address of principal executive offices)	75207-2401 (Zip Code)

Registrant’s telephone number, including area code (214) 631-4420

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o.

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ.

     At October 15, 2010 there were 79,750,605 shares of the Registrant’s common stock outstanding.

TRINITY INDUSTRIES, INC.

FORM 10-Q

TABLE OF CONTENTS

	Caption	Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements		2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 5.	Other Information	40
Item 6.	Exhibits	41
SIGNATURES		42
EX-10.1
EX-10.2
EX-10.3
EX-10.4
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

CERTIFICATIONS

Due to the adoption of an accounting pronouncement which became effective January 1, 2010, the Consolidated Balance Sheet as of September 30, 2010, the Consolidated Statements of Operations for the three and nine months ended September 30, 2010, and the Consolidated Statement of Cash Flows for the nine months ended September 30, 2010, include the financial position and results of operations of TRIP Rail Holdings LLC and its subsidiary. See Notes 1 and 6 to the Consolidated Financial Statements for an explanation of the effect of this pronouncement.

1

PART I

Item 1. Financial Statements

Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Operations
(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(in millions, except per share amounts)
Revenues:
Manufacturing	$	417.9		$	475.9		$	1,174.2		$	1,629.6
Leasing		122.1			81.5			362.9			437.4
		540.0			557.4			1,537.1			2,067.0
Operating costs:
Cost of revenues:
Manufacturing		343.7			398.9			975.3			1,360.4
Leasing		63.8			48.2			198.3			309.5
Other		2.1			2.8			8.3			22.8
		409.6			449.9			1,181.9			1,692.7
Selling, engineering, and administrative expenses:
Manufacturing		33.7			32.9			99.6			106.8
Leasing		5.4			3.0			14.3			9.7
Other		9.5			7.0			28.6			22.6
		48.6			42.9			142.5			139.1
Gain on disposition of flood-damaged property, plant, and equipment		10.2			—			10.2			—
Goodwill impairment		—			—			—			325.0
Total operating profit (loss)		92.0			64.6			222.9			(89.8	)
Other (income) expense:
Interest income		(0.3	)		(0.3	)		(1.0	)		(0.9	)
Interest expense		45.3			31.6			136.3			89.4
Other, net		0.2			(4.4	)		1.1			(4.9	)
		45.2			26.9			136.4			83.6
Income (loss) from continuing operations before income taxes		46.8			37.7			86.5			(173.4	)
Provision (benefit) for income taxes		15.2			14.5			29.5			(21.2	)
Income (loss) from continuing operations		31.6			23.2			57.0			(152.2	)
Discontinued operations:
Loss from discontinued operations		(0.1	)		(0.0	)		(0.1	)		(0.1	)
Net income (loss)		31.5			23.2			56.9			(152.3	)
Net income attributable to noncontrolling interest		1.8			—			6.8			—
Net income (loss) attributable to Trinity Industries, Inc.	$	29.7		$	23.2		$	50.1		$	(152.3	)
Net income (loss) attributable to Trinity Industries, Inc. per common share:
Basic:
Continuing operations	$	0.37		$	0.29		$	0.63		$	(2.00	)
Discontinued operations		(0.00	)		(0.00	)		(0.00	)		(0.00	)
	$	0.37		$	0.29		$	0.63		$	(2.00	)
Diluted:
Continuing operations	$	0.37		$	0.29		$	0.63		$	(2.00	)
Discontinued operations		(0.00	)		(0.00	)		(0.00	)		(0.00	)
	$	0.37		$	0.29		$	0.63		$	(2.00	)
Weighted average number of shares outstanding:
Basic		77.0			76.5			76.8			76.4
Diluted		77.1			76.6			76.9			76.4
Dividends declared per common share	$	0.08		$	0.08		$	0.24		$	0.24

See accompanying notes to consolidated financial statements.

2

Trinity Industries, Inc. and Subsidiaries
Consolidated Balance Sheets

	September 30,			December 31,
	2010			2009
	(unaudited)
	(in millions)
Assets
Cash and cash equivalents	$	151.2		$	611.8
Short-term marketable securities		220.0			70.0
Receivables, net of allowance		251.6			159.8
Income tax receivable		22.2			11.2
Inventories:
Raw materials and supplies		187.1			97.1
Work in process		82.2			46.5
Finished goods		88.1			87.9
		357.4			231.5
Property, plant, and equipment, at cost, including TRIP Holdings of $1,084.2 at September 30, 2010		5,226.3			3,973.3
Less accumulated depreciation, including TRIP Holdings of $81.6 at September 30, 2010		(1,106.7	)		(935.1	)
		4,119.6			3,038.2
Goodwill		194.9			180.8
Restricted cash, including TRIP Holdings of $48.9 at September 30, 2010		193.0			138.6
Other assets		164.5			214.5
	$	5,674.4		$	4,656.4
Liabilities and Stockholders’ Equity
Accounts payable	$	137.5		$	76.8
Accrued liabilities		442.9			374.5
Debt:
Recourse, net of unamortized discount of $113.8 and $121.6		649.6			646.0
Non-recourse:
Parent and wholly owned subsidiaries		1,154.6			1,199.1
TRIP Holdings		1,017.4			—
		2,821.6			1,845.1
Deferred income		34.2			77.7
Deferred income taxes		364.5			397.9
Other liabilities		71.4			78.1
		3,872.1			2,850.1
Stockholders’ equity:
Preferred stock – 1.5 shares authorized and unissued		—			—
Common stock – 200.0 shares authorized		81.7			81.7
Capital in excess of par value		604.1			598.4
Retained earnings		1,189.6			1,263.9
Accumulated other comprehensive loss		(120.4	)		(98.0	)
Treasury stock		(28.4	)		(39.7	)
		1,726.6			1,806.3
Noncontrolling interest		75.7			—
		1,802.3			1,806.3
	$	5,674.4		$	4,656.4

See accompanying notes to consolidated financial statements.

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Trinity Industries, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)

	Nine Months Ended
	September 30,
	2010			2009
	(in millions)
Operating activities:
Net income (loss)	$	56.9		$	(152.3	)
Adjustments to reconcile net income (loss) to net cash provided by continuing operating activities:
Loss from discontinued operations		0.1			0.1
Goodwill impairment		—			325.0
Depreciation and amortization		143.3			120.8
Stock-based compensation expense		11.3			10.7
Excess tax benefits from stock-based compensation		0.1			—
Provision (benefit) for deferred income taxes		48.2			(22.6	)
Gain on disposition of railcars from our lease fleet		(4.5	)		(20.3	)
Gain on disposition of property, plant, equipment, and other assets		(7.7	)		(5.3	)
Gain on disposition of flood-damaged property, plant, and equipment		(10.2	)		—
Other		3.5			4.6
Changes in assets and liabilities:
(Increase) decrease in receivables		(81.8	)		48.3
Decrease in income tax receivable – collection of refunds		—			87.9
Increase in income tax receivable – other		(11.0	)		(22.8	)
(Increase) decrease in inventories		(114.9	)		310.4
(Increase) decrease in other assets		17.6			(17.2	)
Increase (decrease) in accounts payable		58.1			(110.9	)
Increase (decrease) in accrued liabilities		(40.1	)		(27.1	)
Increase (decrease) in other liabilities		(21.7	)		0.7
Net cash provided by operating activities		47.2			530.0
Investing activities:
Investment in short-term marketable securities		(150.0	)		—
Proceeds from sales of railcars from our lease fleet		19.7			191.8
Proceeds from sales of railcars from our lease fleet – sale and leaseback		—			103.6
Proceeds from disposition of property, plant, equipment, and other assets		37.3			11.6
Proceeds from disposition of flood-damaged property, plant, and equipment		11.9
Capital expenditures – leasing		(173.2	)		(320.6	)
Capital expenditures – manufacturing and other		(21.8	)		(37.8	)
Capital expenditures – replacement of flood-damaged property, property, plant, and equipment		(9.7	)
Acquisitions, net of cash acquired		(46.9	)		—
Net cash required by investing activities		(332.7	)		(51.4	)
Financing activities:
Proceeds from issuance of common stock, net		1.2			0.7
Excess tax benefits from stock-based compensation		(0.1	)		—
Payments to retire debt – assumed debt of Quixote		(40.0	)		—
Payments to retire debt – other		(77.3	)		(111.7	)
Proceeds from issuance of debt		—			61.9
Stock repurchases		—			(6.3	)
(Increase) decrease in restricted cash		(11.3	)		(20.6	)
Purchase of additional interest in TRIP Holdings		(28.6	)		—
Dividends paid to common shareholders		(19.0	)		(19.0	)
Net cash required by financing activities		(175.1	)		(95.0	)
Net (decrease) increase in cash and cash equivalents		(460.6	)		383.6
Cash and cash equivalents at beginning of period		611.8			161.8
Cash and cash equivalents at end of period	$	151.2		$	545.4
Noncash investing and financing activity:
During the nine months ended September 30, 2009, the Company acquired $56.6 million of equipment on lease through the assumption of capital lease obligations.

See accompanying notes to consolidated financial statements.

4

Trinity Industries, Inc. and Subsidiaries
Consolidated Statement of Stockholders’ Equity
(unaudited)

	Common Stock													Treasury Stock
											Accumulated
					Capital in						Other									Trinity						Total
					Excess of			Retained			Comprehensive									Stockholders’			Noncontrolling			Stockholders’
	Shares		Amount		Par Value			Earnings			Loss			Shares			Amount			Equity			Interest			Equity
											(in millions)
Balances at December 31, 2009		81.7	$	81.7	$	598.4		$	1,263.9		$	(98.0	)		(2.5	)	$	(39.7	)	$	1,806.3		$	—		$	1,806.3
Cumulative effect of consolidating TRIP Holdings (see Notes 1 and 6)		—		—		—			(105.4	)		—			—			—			(105.4	)		129.9			24.5
Balances at December 31, 2009 as adjusted		81.7		81.7		598.4			1,158.5			(98.0	)		(2.5	)		(39.7	)		1,700.9			129.9			1,830.8
Net income		—		—		—			50.1			—			—			—			50.1			6.8			56.9
Other comprehensive income (loss):
Change in unrealized loss on derivative financial instruments, net of tax		—		—		—			—			(23.5	)		—			—			(23.5	)		(14.7	)		(38.2	)
Other changes, net of tax		—		—		—			—			1.1			—			—			1.1			—			1.1
Comprehensive net income (loss)																					27.7			(7.9	)		19.8
Purchase of additional interest in TRIP Holdings						11.3															11.3			(46.3	)		(35.0	)
Cash dividends on common stock		—		—		—			(19.0	)		—			—			—			(19.0	)		—			(19.0	)
Restricted shares issued, net		—		—		(4.9	)		—			—			0.4			9.5			4.6			—			4.6
Stock options exercised		—		—		(0.5	)		—			—			0.1			1.8			1.3			—			1.3
Stock-based compensation expense		—		—		(0.2	)		—			—			—			—			(0.2	)		—			(0.2	)
Balances at September 30, 2010		81.7	$	81.7	$	604.1		$	1,189.6		$	(120.4	)		(2.0	)	$	(28.4	)	$	1,726.6		$	75.7		$	1,802.3

See accompanying notes to consolidated financial statements.

5

Trinity Industries, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(unaudited)

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

     The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. and its subsidiaries (“Trinity”, “Company”, “we”, or “our”). In our opinion, all normal and recurring adjustments necessary for a fair presentation of the financial position of the Company as of September 30, 2010, the results of operations for the three and nine month periods ended September 30, 2010 and 2009, and cash flows for the nine month periods ended September 30, 2010 and 2009 have been made in conformity with generally accepted accounting principles. Because of seasonal and other factors, the results of operations for the nine month period ended September 30, 2010 may not be indicative of expected results of operations for the year ending December 31, 2010. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q and should be read in conjunction with the audited consolidated financial statements of the Company included in its Form 10-K for the year ended December 31, 2009. Certain prior year balances have been reclassified in the consolidated financial statements to conform to the 2010 presentations.

     On January 1, 2010, as a result of Trinity’s 28.16% ownership interest in TRIP Rail Holdings LLC (“TRIP Holdings”), the Company adopted the provisions of a new accounting standard requiring the inclusion of the consolidated financial statements of TRIP Holdings and subsidiary in the consolidated financial statements of the Company as of January 1, 2010. Prior to January 1, 2010, the Company’s investment in TRIP Holdings was accounted for using the equity method. Accordingly, the consolidated balance sheet of the Company as of September 30, 2010, the consolidated statements of operations for the three and nine months ended September 30, 2010, and the consolidated statements of cash flows and stockholders’ equity for the nine months ended September 30, 2010 include the accounts of all subsidiaries including TRIP Holdings. As a result of adopting this pronouncement, we determined the effects on Trinity’s consolidated financial statements as if TRIP Holdings had been included in the Company’s consolidated financial statements from TRIP Holdings’ inception and recorded a charge to retained earnings of $105.4 million, net of $57.7 million of tax benefit, and a noncontrolling interest of $129.9 million as of January 1, 2010. Prior periods were not restated. All significant intercompany accounts and transactions have been eliminated including the deferral of profits on sales of railcars from the Rail or Leasing Group to TRIP Holdings. These deferred profits will be amortized over the life of the related equipment. Additionally, any future profits on the sale of railcars to TRIP Holdings will be deferred and amortized over the life of the related equipment. The noncontrolling interest represents the non-Trinity equity interest in TRIP Holdings. In September 2010, Trinity increased its ownership interest in TRIP Holdings to 57.14%. See Note 6 Investment in TRIP Holdings for further discussion.

Stockholders’ Equity

     On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010. The repurchase program commenced in 2007 when $200 million of shares were authorized for repurchase. No shares were repurchased under this program for the three and nine months ended September 30, 2010. Since the inception of this program through September 30, 2010, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

Recent Accounting Pronouncements

     In June 2009, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard (Accounting Standards Codification Subtopic 810-10) that amends the previous accounting rules for consolidation of variable interest entities. The new standard replaces the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a variable interest entity with an approach focused on identifying which enterprise has the power to direct the activities of a variable interest entity that most significantly affect its economic performance and the obligation to absorb losses of the entity or the right to receive benefits from the entity. Additionally, the new standard provides more timely and useful information about an enterprise’s involvement with a variable interest entity. This standard was effective for annual reporting periods beginning after November 15, 2009. Accordingly, the Company adopted this new standard on January 1, 2010. See Note 6 Investment in TRIP Holdings for a further explanation of the effects of implementing this pronouncement as it applies to our investment in TRIP Holdings.

Note 2. Acquisitions and Divestitures

     In February 2010, pursuant to a tender offer, the Company acquired the outstanding stock of Quixote Corporation (“Quixote”) at a total cost of $58.1 million, including $17.1 million in cash balances and $1.1 million consisting of the

6

Company’s pre-acquisition investment in Quixote. In addition, the Company assumed $40.0 million in debt that was subsequently retired in the first quarter of 2010. Quixote is a leading manufacturer of energy-absorbing highway crash cushions, truck-mounted attenuators, and other transportation products. In connection with the acquisition, Trinity recorded goodwill of $22.0 million based on its preliminary valuation of the net assets acquired. As a result of the acquisition, the Company also recorded transaction-related expenses of $4.7 million including a $1.5 million write-down of its pre-acquisition investment in Quixote classified as other selling, engineering, and administrative costs. In addition to the transaction-related expenses listed above, there was a $1.8 million reclassification of previously-recognized charges from Accumulated Other Comprehensive Loss (“AOCL”) to earnings representing the decline in fair value of the Company’s pre-acquisition investment in Quixote, included in other, net in the consolidated statement of operations. See Note 12 Other, Net and Note 15 Accumulated Other Comprehensive Loss. The Company’s valuation of certain pre-acquisition amounts has not yet been finalized.

     During the second quarter of 2010, we acquired, at a cost of $7.4 million, a business included in our Energy Equipment Group which manufactures and sells electrical transmission and distribution structures, resulting in an increase in goodwill of $6.6 million. The cost of the acquisition consisted of $5 million cash with the remainder comprised of liabilities arising from the acquisition.

     During the second quarter of 2010, the Company paid $2 million in additional purchase price for the 2007 acquisition of Armor Materials pursuant to an earn-out provision in the purchase agreement. In August 2010, the Company sold its asphalt operations, previously acquired as a part of Armor Materials, and a ready mix plant, both included in the Construction Products Group, for $30.8 million recognizing a gain of $3.8 million after the write-off of $16.5 million in related goodwill.

Note 3. Fair Value Accounting

     Assets and liabilities measured at fair value on a recurring basis are summarized below:

	Fair Value Measurement as of September 30, 2010
	(in millions)
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	84.6	$	—	$	—	$	84.6
Short-term marketable securities		220.0		—		—		220.0
Restricted cash		193.0		—		—		193.0
Total assets	$	497.6	$	—	$	—	$	497.6
Liabilities:
Fuel derivative instruments (1)	$	—	$	0.1	$	—	$	0.1
Interest rate hedges (1)
Parent and wholly owned subsidiaries		—		59.7		—		59.7
TRIP Holdings		—		68.2		—		68.2
Total liabilities	$	—	$	128.0	$	—	$	128.0

⁽¹⁾ Included in accrued liabilities on the consolidated balance sheet.

     The carrying amounts and estimated fair values of our long-term debt at September 30, 2010 were as follows:

	Carrying		Estimated
	Value		Fair Value
	(in millions)
Recourse:
Convertible subordinated notes	$	336.2	$	407.3
Senior notes		201.5		206.1
Term loan		58.0		56.9
Capital lease obligations		51.8		51.8
Other		2.1		2.1
		649.6		724.2
Non-recourse:
2006 secured railcar equipment notes		287.5		307.8
TILC warehouse facility		137.2		137.2
Promissory notes		498.4		486.0
2009 secured railcar equipment notes		231.5		258.9
TRIP Holdings warehouse loan		1,017.4		1,000.4
		2,172.0		2,190.3
Total	$	2,821.6	$	2,914.5

7

     The estimated fair values of our convertible subordinated notes and senior notes are based on quoted market prices as of September 30, 2010. The estimated fair values of our 2006 and 2009 secured railcar equipment notes, promissory notes, TRIP Holdings warehouse loan, and term loan are based on our estimate of their fair value as of September 30, 2010 determined by discounting their future cash flows at a current market interest rate. The carrying value of our TILC warehouse facility approximates fair value because the interest rate adjusts to the market interest rate and there has been no change in the Company’s credit rating since the loan agreement was renewed in 2009. The fair values of all other financial instruments are estimated to approximate carrying value.

     Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market to that asset or liability in an orderly transaction between market participants on the measurement date. An entity is required to establish a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair values are listed below:

     Level 1 – This level is defined as quoted prices in active markets for identical assets or liabilities. The Company’s cash equivalents, short-term marketable securities, and restricted cash are instruments of the United States Treasury, United States government agencies, fully-insured certificates of deposit or highly-rated money market mutual funds.

     Level 2 – This level is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. The Company’s fuel derivative instruments, which are commodity options, are valued using energy and commodity market data. Interest rate hedges are valued at exit prices obtained from each counterparty.

     Level 3 – This level is defined as unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Note 4. Segment Information

     The Company reports operating results in five principal business segments: (1) the Rail Group, which manufactures and sells railcars and related parts and components; (2) the Construction Products Group, which manufactures and sells highway products and concrete and aggregates; (3) the Inland Barge Group, which manufactures and sells barges and related products for inland waterway services; (4) the Energy Equipment Group, which manufactures and sells products for energy related businesses, including structural wind towers, tank containers and tank heads for pressure and non-pressure vessels, and propane tanks; and (5) the Railcar Leasing and Management Services Group (“Leasing Group”), which provides fleet management, maintenance, and leasing services. The category All Other includes our captive insurance and transportation companies; legal, environmental, and upkeep costs associated with non-operating facilities; other peripheral businesses; and the change in market valuation related to ineffective commodity hedges. Gains and losses from the sale of property, plant, and equipment which are related to manufacturing and dedicated to the specific manufacturing operations of a particular segment are recorded in the cost of revenues of that respective segment. Gains and losses from the sale of property, plant, and equipment which can be utilized by multiple segments are recorded in the cost of revenues of the All Other segment.

     Sales and related net profits from the Rail Group to the Leasing Group are recorded in the Rail Group and eliminated in consolidation. Sales between these groups are recorded at prices comparable to those charged to external customers giving consideration for quantity, features, and production demand. Amortization of deferred profit on railcars sold to the Leasing Group is included in the operating profits of the Leasing Group. Sales of railcars from the lease fleet are included in the Leasing Group. Revenues and operating profits of the Leasing Group for the three and nine months ended September 30, 2010 include the operating results of TRIP Holdings. Total assets of the Leasing Group, including the assets of TRIP Holdings, amounted to $4,442.0 million as of September 30, 2010. See Note 1 Summary of Significant Accounting Policies – Basis of Presentation for further discussion.

8

     The financial information from continuing operations for these segments is shown in the tables below. We operate principally in North America.

Three Months Ended September 30, 2010

									Operating
	Revenues								Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	57.3	$	73.7		$	131.0		$	3.3
Construction Products Group		155.7		4.7			160.4			20.3
Inland Barge Group		98.9		—			98.9			22.4
Energy Equipment Group		103.0		3.6			106.6			6.0
Railcar Leasing and Management Services Group		122.1		—			122.1			52.9
All Other		3.0		9.4			12.4			(1.3	)
Corporate		—		—			—			(9.5	)
Eliminations — Lease subsidiary		—		(69.6	)		(69.6	)		(0.9	)
Eliminations — Other		—		(21.8	)		(21.8	)		(1.2	)
Consolidated Total	$	540.0	$	—		$	540.0		$	92.0

Three Months Ended September 30, 2009

									Operating
	Revenues								Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	87.4	$	78.7		$	166.1		$	(12.0	)
Construction Products Group		141.1		5.2			146.3			13.1
Inland Barge Group		113.8		—			113.8			26.7
Energy Equipment Group		130.2		2.5			132.7			16.2
Railcar Leasing and Management Services Group		81.5		—			81.5			30.3
All Other		3.4		7.8			11.2			0.1
Corporate		—		—			—			(7.3	)
Eliminations — Lease subsidiary		—		(75.0	)		(75.0	)		(1.9	)
Eliminations — Other		—		(19.2	)		(19.2	)		(0.6	)
Consolidated Total	$	557.4	$	—		$	557.4		$	64.6

Nine Months Ended September 30, 2010

									Operating
	Revenues								Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	131.6	$	185.9		$	317.5		$	(7.3	)
Construction Products Group		433.0		16.7			449.7			40.7
Inland Barge Group		295.8		—			295.8			52.2
Energy Equipment Group		304.8		7.2			312.0			29.9
Railcar Leasing and Management Services Group		362.9		—			362.9			150.3
All Other		9.0		25.5			34.5			(6.0	)
Corporate		—		—			—			(28.5	)
Eliminations — Lease subsidiary		—		(173.5	)		(173.5	)		(6.4	)
Eliminations — Other		—		(61.8	)		(61.8	)		(2.0	)
Consolidated Total	$	1,537.1	$	—		$	1,537.1		$	222.9

9

Nine Months Ended September 30, 2009

	Revenues								Operating
									Profit
	External		Intersegment			Total			(Loss)
	(in millions)
Rail Group	$	409.5	$	343.8		$	753.3		$	(346.5	)
Construction Products Group		414.3		8.8			423.1			27.1
Inland Barge Group		407.5		—			407.5			95.9
Energy Equipment Group		389.5		6.1			395.6			59.7
Railcar Leasing and Management Services Group		437.4		—			437.4			118.2
All Other		8.8		27.2			36.0			1.2
Corporate		—		—			—			(22.7	)
Eliminations — Lease subsidiary		—		(330.3	)		(330.3	)		(19.6	)
Eliminations — Other		—		(55.6	)		(55.6	)		(3.1	)
Consolidated Total	$	2,067.0	$	—		$	2,067.0		$	(89.8	)

Note 5. Railcar Leasing and Management Services Group

     The Railcar Leasing and Management Services Group provides fleet management, maintenance, and leasing services. Selected consolidating financial information follows:

	September 30, 2010
	Leasing Group
	Wholly
	Owned			TRIP			Manufacturing/
	Subsidiaries			Holdings			Corporate			Total
	(in millions, unaudited)
Cash, cash equivalents, and short-term marketable securities	$	2.5		$	—		$	368.7		$	371.2
Property, plant, and equipment, net	$	2,941.7		$	1,200.4		$	499.3		$	4,641.4
Net deferred profit on railcars sold to the Leasing Group		(324.0	)		(197.8	)		—			(521.8	)
	$	2,617.7		$	1,002.6		$	499.3		$	4,119.6
Restricted cash	$	144.1		$	48.9		$	—		$	193.0
Debt:
Recourse	$	109.8		$	—		$	653.6		$	763.4
Less: unamortized discount		—			—			(113.8	)		(113.8	)
		109.8			—			539.8			649.6
Non-recourse		1,154.6			1,017.4			—			2,172.0
Total debt	$	1,264.4		$	1,017.4		$	539.8		$	2,821.6

	December 31, 2009
	Leasing Group
	Wholly
	Owned			TRIP		Manufacturing/
	Subsidiaries			Holdings		Corporate			Total
	(in millions, unaudited)
Cash, cash equivalents, and short-term marketable securities	$	6.7		$	—	$	675.1		$	681.8
Property, plant, and equipment, net	$	2,850.1		$	—	$	517.1		$	3,367.2
Net deferred profit on railcars sold to the Leasing Group		(329.0	)		—		—			(329.0	)
	$	2,521.1		$	—	$	517.1		$	3,038.2
Restricted cash	$	138.6		$	—	$	—		$	138.6
Debt:
Recourse	$	113.4		$	—	$	654.2		$	767.6
Less: unamortized discount		—			—		(121.6	)		(121.6	)
		113.4			—		532.6			646.0
Non-recourse		1,199.1			—		—			1,199.1
Total debt	$	1,312.5		$	—	$	532.6		$	1,845.1

     For the nine months ended September 30, 2009, revenues of $183.8 million and operating profit of $22.7 million were related to sales of railcars from the lease fleet to TRIP Holdings. There were no sales to TRIP Holdings during the three months ended September 30, 2009 or during the three and nine months ended September 30, 2010. See Note 6 Investment in TRIP Holdings.

     The Leasing Group’s interest expense, which is not a component of operating profit and includes the effects of hedges related to the Leasing Group’s debt, was $33.3 million and $102.5 million for the three and nine months ended September 30, 2010, respectively, including $11.7 million and $35.3 million of TRIP Holdings’ interest expense for the three and nine

10

months ended September 30, 2010, respectively. Interest expense including the effects of hedges was $20.6 million and $57.1 million, respectively, for the same periods last year. Rent expense, which is a component of operating profit, was $12.2 million and $36.5 million for the three and nine months ended September 30, 2010, respectively, and $11.6 million and $34.5 million, respectively, for the same periods last year.

     Equipment consists primarily of railcars leased by third parties. The Leasing Group purchases equipment manufactured by the Rail Group and enters into lease contracts with third parties with terms generally ranging between one and twenty years. The Leasing Group primarily enters into operating leases. Future contractual minimum rental revenues on leases are as follows:

	Remaining
	three months
	of 2010		2011		2012		2013		2014		Thereafter		Total
	(in millions)
Wholly owned subsidiaries	$	61.4	$	210.1 187.6	$	170.2	$	132.6	$	97.0	$	254.5	$	925.8
TRIP Holdings		27.3		99.6		80.4		53.7		38.1		122.1		421.2
	$	88.7	$	309.7	$	250.6	$	186.3	$	135.1	$	376.6	$	1,347.0

     Debt. The Leasing Group’s debt at September 30, 2010 consists of both recourse and non-recourse debt including debt owed by TRIP Holdings which is secured solely by the assets of TRIP Holdings. See Note 11 Debt for the form, maturities, and descriptions of the debt. As of September 30, 2010, Trinity’s wholly owned subsidiaries included in the Leasing Group held equipment with a net book value of approximately $1,819.7 million that is pledged as collateral for Leasing Group debt held by those subsidiaries, including equipment with a net book value of $52.8 million securing capital lease obligations. TRIP Holdings equipment with a net book value of $1,200.4 million, excluding deferred profit on railcars sold to TRIP Holdings, is pledged as collateral for the TRIP Holdings warehouse loan. Certain wholly owned subsidiaries of the Company, including Trinity Industries Leasing Company (“TILC”), are guarantors of the Company’s senior debt and certain operating leases. See Note 6 Investment in TRIP Holdings and Note 19 Financial Statements for Guarantors of the Senior Debt for further discussion.

     Off Balance Sheet Arrangements. In prior years, the Leasing Group completed a series of financing transactions whereby railcars were sold to one or more separate independent owner trusts (“Trusts”). Each Trust financed the purchase of the railcars with a combination of debt and equity. In each transaction, the equity participant in the Trust is considered to be the primary beneficiary of the Trusts and therefore, the debt related to the Trusts is not included as part of the consolidated financial statements. The Leasing Group, through newly formed, wholly owned, qualified subsidiaries, leased railcars from the Trusts under operating leases with terms of 22 years, and subleased the railcars to independent third party customers under shorter term operating rental agreements.

     These Leasing Group subsidiaries had total assets as of September 30, 2010 of $228.0 million, including cash of $88.1 million and railcars of $102.8 million. The right, title, and interest in each sublease, cash, and railcars are pledged to collateralize the lease obligations to the Trusts and are included in the consolidated financial statements of the Company. Trinity does not guarantee the performance of the subsidiaries’ lease obligations. Certain ratios and cash deposits must be maintained by the Leasing Group’s subsidiaries in order for excess cash flow, as defined in the agreements, from the lease to third parties to be available to Trinity. Future operating lease obligations of the Leasing Group’s subsidiaries as well as future contractual minimum rental revenues related to these leases due to the Leasing Group are as follows:

	Remaining
	three months
	of 2010		2011		2012		2013		2014		Thereafter		Total
	(in millions)
Future operating lease obligations of Trusts’ railcars	$	9.8	$	41.3	$	44.6	$	45.8	$	44.9	$	425.6	$	612.0
Future contractual minimum rental revenues of Trusts’ railcars	$	14.7	$	51.8	$	42.9	$	30.0	$	20.1	$	61.9	$	221.4

11

     Operating Lease Obligations. Future amounts due as well as future contractual minimum rental revenues related to operating leases other than leases with the Trusts are as follows:

	Remaining
	three months
	of 2010		2011		2012		2013		2014		Thereafter		Total
	(in millions)
Future operating lease obligations	$	1.4	$	5.0	$	4.4	$	4.4	$	4.4	$	14.7	$	34.3
Future contractual minimum rental revenues	$	1.3	$	4.8	$	4.0	$	3.5	$	3.3	$	9.6	$	26.5

See Note 5 of the December 31, 2009 Consolidated Financial Statements filed on Form 10-K for a detailed explanation of these financing transactions.

Note 6. Investment in TRIP Holdings

     In 2007, the Company and five other equity investors unrelated to the Company or its subsidiaries formed TRIP Holdings for the purpose of providing railcar leasing and management services in North America. TRIP Holdings, through its wholly-owned subsidiary, TRIP Rail Leasing LLC (“TRIP Leasing”), purchased railcars from the Company’s Rail and Leasing Groups funded by capital contributions from TRIP Holdings’ equity investors and third-party debt from 2007 through June 2009. Initially, the Company provided 20% of the total of all capital contributions required by TRIP Holdings in exchange for 20% of the equity in TRIP Holdings. In 2009 and 2010 the Company acquired an additional 37.14% equity ownership in TRIP Holdings for approximately $44.8 million from other equity investors including an additional 28.98% interest acquired in September 2010 for $28.6 million. The Company receives 57.14% of the distributions made from TRIP Holdings to equity investors and has a 57.14% interest in the net assets of TRIP Holdings upon a liquidation event. The terms of the Company’s equity investment are identical to the terms of each of the other equity investors. Railcars purchased from the Company by TRIP Leasing are required to be purchased at prices comparable with the prices of all similar railcars sold by the Company during the same period for new railcars and at prices based on third party appraised values for used railcars.

     In 2008 and 2007, the Company contributed $14.6 million and $21.3 million, respectively, in capital to TRIP Holdings equal to its 20% pro rata share of total capital received during those years by TRIP Holdings from the equity investors of TRIP Holdings. In 2009, Trinity contributed $11.4 million to TRIP Holdings pursuant to Trinity’s equity ownership obligation, totaling a $92.1 million investment in TRIP Holdings as of September 30, 2010 after considering equity interests purchased by Trinity from other equity owners. No contributions were made by Trinity to TRIP Holdings during the three and nine months ended September 30, 2010 and Trinity has no remaining equity commitment to TRIP Holdings as of September 30, 2010. In 2007, the Company also paid $13.8 million in structuring and placement fees to the principal underwriter in conjunction with the formation of TRIP Holdings that were expensed on a pro rata basis as railcars were purchased from the Company. The balance was fully amortized as of December 31, 2009. Such expense was treated as sales commissions included in operating costs in the Company’s consolidated statement of operations. As of September 30, 2010, TRIP Leasing had purchased $1,284.7 million of railcars from the Company. Under TRIP Leasing’s debt agreement, the lenders’ availability period to finance additional railcar purchases ended in June 2009. The Company has no obligation to guarantee performance under the debt agreement, guarantee any railcar residual values, shield any parties from losses, or guarantee minimum yields. The Company’s carrying value of its investment in TRIP Holdings is as follows:

	September 30,			December 31,
	2010			2009
	(in millions)
Capital contributions	$	47.3		$	47.3
Equity purchased from investors		44.8			16.2
		92.1			63.5
Equity in earnings		6.0			3.0
Equity in unrealized losses on derivative financial instruments		(8.9	)		(3.2	)
Distributions		(6.0	)		(6.0	)
Deferred broker fees		(0.8	)		(1.0	)
	$	82.4		$	56.3

     On January 1, 2010, as a result of Trinity’s 28.16% ownership interest in TRIP Holdings, the Company adopted the provisions of a new accounting pronouncement which amended the rules regarding the consolidation of variable interest entities. Under this new standard, which changed the criteria for determining which enterprise has a controlling financial interest, the Company was determined to be the primary beneficiary of TRIP Holdings because of its combined role as both equity member and manager/servicer of TRIP Holdings. As a result of adopting this pronouncement, the consolidated

12

financial statements of TRIP Holdings and subsidiary are required to be included with the consolidated financial statements of the Company. We determined the effects on Trinity’s consolidated financial statements as if TRIP Holdings had been included in the Company’s consolidated financial statements from TRIP Holdings’ inception and recorded a charge to retained earnings of $105.4 million, net of $57.7 million in tax benefit, and a noncontrolling interest of $129.9 million as of January 1, 2010. With the acquisition by Trinity of the additional ownership interest in TRIP Holdings in September 2010, the Company’s controlling financial interest in TRIP Holdings derives from its majority ownership. Accordingly, the consolidated balance sheet of the Company as of September 30, 2010, the consolidated statements of operations for the three and nine months ended September 30, 2010, and the consolidated statements of cash flows and stockholders’ equity for the nine months ended September 30, 2010 include the accounts of TRIP Holdings. Prior periods were not restated. All significant intercompany accounts and transactions have been eliminated including the deferral of profits on sales of railcars from the Rail or Leasing Group to TRIP Holdings. These deferred profits will be amortized over the life of the related equipment. Additionally, any future profits on the sale of railcars to TRIP Holdings will be deferred and amortized over the life of the related equipment. The noncontrolling interest represents the non-Trinity equity interest in TRIP Holdings. The assets of TRIP Holdings may only be used to satisfy liabilities of TRIP Holdings and the liabilities of TRIP Holdings have recourse only to TRIP Holdings’ assets.

     Prior to January 1, 2010, profit on equipment sales to TRIP Leasing was recognized at the time of sale to the extent of the non-Trinity interests in TRIP Holdings. The deferred profit on the sale of equipment to TRIP Leasing pertaining to TILC’s interest in TRIP Holdings was being amortized over the depreciable life of the related equipment. All other fee income to TILC earned from services provided to TRIP Holdings was recognized by TILC to the extent of the non-Trinity interests in TRIP Holdings. Effective January 1, 2010, amortization of the deferred profit on the sale of equipment is recorded as if the entire profit on equipment sales to TRIP Leasing was deferred at the time of the sale and amortized over the depreciable life of the related equipment. All fee income to TILC earned from services provided to TRIP Holdings has been eliminated for the three and nine months ended September 30, 2010.

     Sales of railcars to TRIP Leasing and related gains for the three and nine month periods ended September 30, 2010 and 2009 are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
	(in millions)
Rail Group:
Sales of railcars to TRIP Leasing	$	—	$	—	$	—	$	113.0
Gain on sales of railcars to TRIP Leasing	$	—	$	—	$	—	$	11.2
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest	$	—	$	—	$	—	$	2.8
TILC:
Sales of railcars to TRIP Leasing	$	—	$	—	$	—	$	183.8
Recognition of previously deferred gain on sales of railcars to TRIP Leasing	$	—	$	—	$	—	$	30.3
Deferral of gain on sales of railcars to TRIP Leasing based on Trinity’s equity interest	$	—	$	—	$	—	$	7.6

     Administrative fees paid to TILC by TRIP Holdings and TRIP Leasing for the three and nine month periods ended September 30, 2010, were $0.9 million and $2.8 million, respectively, and $0.9 million and $3.6 million, respectively, for the same periods last year.

     On October 15, 2009, TILC loaned TRIP Holdings $14.5 million to resolve a collateral deficiency. The note was repayable monthly from TRIP Holdings’ excess cash flow plus accrued interest at 11% and was repaid in full in May, 2010.

     See Note 6 of the December 31, 2009 Consolidated Financial Statements filed on Form 10-K for additional information.

13

Note 7. Derivative Instruments

     We use derivative instruments to mitigate the impact of changes in interest rates and zinc, natural gas, and diesel fuel prices, as well as to convert a portion of our variable-rate debt to fixed-rate debt. Additionally, we use derivative instruments to mitigate the impact of unfavorable fluctuations in foreign currency exchange rates. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with accounting standards issued by the FASB. See Note 3 Fair Value Accounting to the consolidated financial statements for discussion of how the Company valued its commodity hedges and interest rate swaps at September 30, 2010.

     Interest rate hedges

						Included in accompanying balance sheet
						at September 30, 2010
								AOCL –
	Notional		Interest					expense/			Noncontrolling
	Amount		Rate1			Liability		(income)			Interest
	(in millions, except %)
Interest rate locks:
2005-2006	$	200.0		4.87	%		—	$	(2.7	)		—
2006-2007	$	370.0		5.34	%		—	$	15.0			—
Interest rate swaps:
TILC warehouse	$	200.0		1.798	%	$	0.6		—			—
TRIP warehouse	$	856.7		3.664	%	$	68.2	$	13.5		$	28.1
2008 debt issuances	$	510.8		4.126	%	$	59.1	$	56.9			—

¹ Weighted average fixed interest rate

	Effect on interest expense — increase/(decrease)
	Three Months Ended						Nine Months Ended						Expected effect
	September 30,						September 30,						during next
	2010			2009			2010			2009			twelve months2
	(in millions)
Interest rate locks:
2005-2006	$	(0.1	)	$	(0.1	)	$	(0.3	)	$	(0.3	)	$	(0.4	)
2006-2007	$	0.9		$	1.0		$	2.8		$	3.0		$	3.6
Interest rate swaps:
TILC warehouse	$	0.1		$	1.1		$	0.5		$	2.5		$	0.6
TRIP warehouse	$	7.2			—		$	22.0			—		$	26.8
2008 debt issuances	$	4.5		$	5.2		$	15.2		$	15.2		$	18.9

² Based on fair value as of September 30, 2010

     During 2005 and 2006, we entered into interest rate swap transactions in anticipation of a future debt issuance. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

     In anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and during 2007. These instruments, with a notional amount of $370 million, hedged the interest rate on a portion of a future debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008. These instruments settled during the second quarter of 2008 and were accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss in AOCL through the date the related debt issuance closed in May 2008. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

     During 2008, we entered into interest rate swap transactions, with a notional amount of $200 million, which are being used to counter our exposure to changes in the variable interest rate associated with our warehouse facility. The effect on interest expense includes the mark to market valuation on the interest rate swap transactions and monthly interest settlements. These interest rate hedges are due to expire during the fourth quarter of 2010.

     In May 2008, we entered into an interest rate swap transaction that is being used to fix the LIBOR component of the debt issuance which closed in May 2008. The effect on interest expense results from monthly interest settlements.

14

     Between 2007 and 2009, TRIP Holdings entered into interest rate swap transactions, all of which qualify as cash flow hedges. As of September 30, 2010, maturities for cash flow hedges ranged from 2011-2023. The effect on interest expense results from monthly interest settlements.

     See Note 11 Debt for a discussion of the related debt instruments.

     Other Derivatives

	Effect on operating income — increase/(decrease)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(in millions)
Fuel hedges1
Effect of mark to market valuation	$	—		$	—		$	(0.1	)	$	(0.3	)
Settlements		(0.1	)		—			(0.1	)		(1.2	)
	$	(0.1	)	$	—		$	(0.2	)	$	(1.5	)
Foreign exchange hedges2	$	(0.3	)	$	(0.2	)	$	(0.6	)	$	(1.2	)

1	Included in cost of revenues in the accompanying consolidated statement of operations
2	Included in other, net in the accompanying consolidated statement of operations

     Natural gas and diesel fuel

     We continue a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded for these instruments in the consolidated balance sheet as of September 30, 2010 was not significant.

     Foreign exchange hedge

     During the nine month periods ended September 30, 2010 and 2009, we entered into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL as of September 30, 2010.

     Zinc

     We maintain a program to mitigate the impact of fluctuations in the price of zinc purchases. The intent of this program is to protect our operating profit from adverse price changes by entering into derivative instruments. The effect of these derivative instruments on the consolidated financial statements for the three and nine months ended September 30, 2010 was not significant.

15

Note 8. Property, Plant, and Equipment

     The following table summarizes the components of property, plant, and equipment as of September 30, 2010 and December 31, 2009:

	September 30,			December 31,
	2010			2009
				(as reported)
	(in millions)
Manufacturing/Corporate:
Land	$	39.8		$	39.1
Buildings and improvements		426.4			405.9
Machinery and other		697.2			708.1
Construction in progress		9.3			12.2
		1,172.7			1,165.3
Less accumulated depreciation		(673.4	)		(648.2	)
		499.3			517.1
Leasing:
Wholly owned subsidiaries:
Machinery and other		38.2			38.1
Equipment on lease		3,255.2			3,098.9
		3,293.4			3,137.0
Less accumulated depreciation		(351.7	)		(286.9	)
		2,941.7			2,850.1
TRIP Holdings:
Equipment on lease		1,282.0			—
Less accumulated depreciation		(81.6	)		—
		1,200.4			—
Net deferred profit on railcars sold to the Leasing Group
Sold to wholly owned subsidiaries		(324.0	)		(329.0	)
Sold to TRIP Holdings		(197.8	)		—
	$	4,119.6		$	3,038.2

     In May 2010, the Company’s inland barge manufacturing facilities in Tennessee experienced a flood resulting in significant damages to Trinity’s property and a temporary disruption of its production activities. The Company is fully insured against losses due to property damage and business interruption subject to certain deductibles. As of September 30, 2010, Trinity had received $20 million in payments from its insurance carrier of which $11.9 million pertains to the replacement of or repairs to property, plant, and equipment damaged with a net book value of $1.7 million. Accordingly, the Company has recognized a gain of $10.2 million from the disposition of flood-damaged property, plant, and equipment as of September 30, 2010.

Note 9. Goodwill

     During the second quarter of 2009, there was a significant decline in new orders for railcars and continued weakening demand for products in the Rail Group as well as a change in the average estimated railcar deliveries from independent third party research firms. Additionally, the significant number of idled railcars in the North American fleet resulted in the creation of new internal sales estimates by railcar type. Based on this information, we concluded that indications of impairment existed with respect to the Rail Group which required an interim goodwill impairment analysis and, accordingly, we performed such a test as of June 30, 2009. The result of our impairment analysis indicated that the remaining implied goodwill amounted to $122.5 million for our Rail Group as of June 30, 2009 and, consequently, we recorded an impairment charge of $325.0 million during the second quarter of 2009. As of December 31, 2009, the Company’s annual impairment test of goodwill was completed at the reporting unit level and no additional impairment charges were determined to be necessary.

     Goodwill remaining by segment is as follows:

	September 30,		December 31,
	2010		2009
			(as reported)
	(in millions)
Rail Group	$	122.5	$	122.5
Construction Products Group		59.7		52.2
Energy Equipment Group		10.9		4.3
Railcar Leasing and Management Services Group		1.8		1.8
	$	194.9	$	180.8

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Note 10. Warranties

     The Company provides warranties against manufacturing defects generally ranging from one to five years depending on the product. The warranty costs are estimated using a two-step approach. First, an engineering estimate is made for the cost of all claims that have been filed by a customer. Second, based on historical claims experience, a cost is accrued for all products still within a warranty period for which no claims have been filed. The Company provides for the estimated cost of product warranties at the time revenue is recognized related to products covered by warranties and assesses the adequacy of the resulting reserves on a quarterly basis. The changes in the accruals for warranties for the three and nine month periods ended September 30, 2010 and 2009 are as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(in millions)
Beginning balance	$	18.6		$	18.5		$	19.6		$	25.7
Warranty costs incurred		(1.0	)		(2.0	)		(3.2	)		(6.8	)
Warranty originations and revisions		0.4			3.7			3.3			7.1
Warranty expirations		(0.5	)		(1.6	)		(2.2	)		(7.4	)
Ending balance	$	17.5		$	18.6		$	17.5		$	18.6

Note 11. Debt

     The following table summarizes the components of debt as of September 30, 2010 and December 31, 2009:

	September 30,			December 31,
	2010			2009
				(as reported)
	(in millions)
Manufacturing/Corporate — Recourse:
Revolving credit facility	$	—		$	—
Convertible subordinated notes		450.0			450.0
Less: unamortized discount		(113.8	)		(121.6	)
		336.2			328.4
Senior notes		201.5			201.5
Other		2.1			2.7
		539.8			532.6
Leasing — Recourse:
Capital lease obligations		51.8			53.6
Term loan		58.0			59.8
		649.6			646.0
Leasing — Non-recourse:
2006 secured railcar equipment notes		287.5			304.7
2009 secured railcar equipment notes		231.5			237.6
TILC warehouse facility		137.2			141.4
Promissory notes		498.4			515.4
TRIP Holdings warehouse loan		1,017.4			—
		2,172.0			1,199.1
Total debt	$	2,821.6		$	1,845.1

     On January 1, 2009, we adopted the provisions of a new accounting pronouncement that is applicable to the Company’s 3 7/8% Convertible Subordinated Notes issued June 2006. The pronouncement requires that the accounting for these types of instruments reflect their underlying economics by capturing the value of the conversion option as borrowing costs and recognizing their potential dilutive effects on earnings per share. This pronouncement required retrospective application to all periods presented and did not grandfather existing instruments.

     As of September 30, 2010 and December 31, 2009, capital in excess of par value included $92.8 million related to the estimated value of the Convertible Subordinated Notes’ conversion options. Debt discount recorded in the consolidated balance sheet is being amortized through June 1, 2018 to yield an effective annual interest rate of 8.42% based upon the estimated market interest rate for comparable non-convertible debt as of the issuance date of the Convertible Subordinated Notes. Total interest expense recognized on the Convertible Subordinated Notes for the three and nine months ended September 30, 2010 and 2009 is as follows:

17

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
	(in millions)
Coupon rate interest	$	4.4	$	4.4	$	13.1	$	13.1
Amortized debt discount		2.6		2.4		7.7		7.1
	$	7.0	$	6.8	$	20.8	$	20.2

     At September 30, 2010, the Convertible Subordinated Notes were convertible at a price of $51.63 per share resulting in 8,715,863 issuable shares. As of September 30, 2010, if the Convertible Subordinated Notes had been converted, no shares would have been issued since the trading price of the Company’s common stock was below the conversion price of the Convertible Subordinated Notes. The Company has not entered into any derivatives transactions associated with these notes.

     Trinity’s revolving credit facility requires maintenance of ratios related to interest coverage for the leasing and manufacturing operations, leverage, and minimum net worth. Interest on the revolving credit facility is calculated at prime or LIBOR plus 87.5 basis points. At September 30, 2010 and for the nine month period then ended, there were no borrowings under our $425 million revolving credit facility maturing on October 19, 2012. After $81.1 million was considered for letters of credit, $343.9 million was available under the revolving credit facility.

     The $475 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $137.2 million outstanding and $337.8 million available as of September 30, 2010. The warehouse loan is a non recourse obligation, secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 2.80% at September 30, 2010. The warehouse loan facility matures February 2011 and, unless renewed, will be payable in three installments in August 2011, February 2012, and August 2012. There were no new borrowings under this facility for the nine month period ended September 30, 2010. TILC plans to renew this facility on terms and conditions that are customary for this type of financing.

     In June 2007, TRIP Leasing entered into a $1.19 billion Warehouse Loan Agreement which contains a floating rate revolving facility (the “TRIP Warehouse Loan”). The TRIP Warehouse Loan is a non recourse obligation, secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by TRIP Leasing. The TRIP Warehouse Loan consists of Tranche A bearing an interest rate of the one month USD Libor plus 1.00% and Tranche B bearing an interest rate of the one month USD Libor plus 2.25%. The TRIP Warehouse Loan had a two year revolving availability period which ended in June 2009. From June 2010 through June 2011, all excess cash flow, as defined by the Warehouse Loan Agreement, must be applied to reductions in principal in lieu of dividends to equity members of TRIP Holdings. Commencing June 2011, the outstanding balance is due in four quarterly installments ending March 2012. The quarterly installment due dates are subject to extension by written agreement between TRIP Leasing and its lenders. TRIP Leasing is considering a number of financing alternatives to address these quarterly installments, the first of which becomes due in June 2011.

     On October 25, 2010, Trinity Rail Leasing 2010 LLC, a Delaware limited liability company (“TRL 2010”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (“2010 Secured Railcar Equipment Notes”). The 2010 Secured Railcar Equipment Notes were issued pursuant to an Indenture, dated as of October 25, 2010 between TRL 2010 and Wilmington Trust Company, as indenture trustee. The 2010 Secured Railcar Equipment Notes bear interest at a fixed rate of 5.194%, are payable monthly, and have a stated final maturity date of October 16, 2040. The 2010 Secured Railcar Equipment Notes are limited recourse obligations of TRL 2010 only, secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets of TRL 2010 acquired and owned by TRL 2010. Additionally, in October 2010, Trinity notified the holders of its 6.5% Senior Notes due March 2014 that it will redeem all such notes outstanding on November 26, 2010 at a redemption price of 102.167%. The Company intends to use a portion of the proceeds from the TRL 2010 financing to fund the redemption.

     Terms and conditions of other debt, including recourse and non-recourse provisions, are described in Note 11 of the December 31, 2009 Consolidated Financial Statements filed on Form 10-K.

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     The remaining principal payments under existing debt agreements as of September 30, 2010 are as follows:

	Remaining
	three months
	of 2010		2011		2012		2013		2014		Thereafter
	(in millions)
Recourse:
Manufacturing/Corporate	$	0.3	$	0.5	$	0.4	$	0.2	$	201.7	$	450.5
Leasing — term loan (Note 5)		0.6		2.6		2.8		3.1		3.3		45.6
Leasing — capital leases (Note 5)		0.6		2.6		2.8		2.9		3.1		39.8
Non-recourse — leasing (Note 5):
2006 secured railcar equipment notes		4.1		14.7		13.5		15.2		17.0		223.0
2009 secured railcar equipment notes		2.2		10.2		9.2		10.2		9.9		189.8
TILC warehouse facility		1.1		7.0		4.0		—		—		—
Promissory notes		6.8		28.2		30.0		28.0		26.5		378.9
TRIP Holdings warehouse loan		7.0		739.4		271.0		—		—		—
Total principal payments excluding termination of TILC warehouse facility		22.7		805.2		333.7		59.6		261.5		1,327.6
TILC warehouse facility termination payments		—		42.1		83.0		—		—		—
Total principal payments	$	22.7	$	847.3	$	416.7	$	59.6	$	261.5	$	1,327.6

Note 12. Other, Net

     Other, net (income) expense consists of the following items:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(in millions)
Foreign currency exchange transactions	$	0.3		$	—		$	0.1		$	1.6
Loss (gain) on equity investments		0.0			(4.3	)		1.7			(5.7	)
Other		(0.1	)		(0.1	)		(0.7	)		(0.8	)
Other, net	$	0.2		$	(4.4	)	$	1.1		$	(4.9	)

Other, net for the nine months ended September 30, 2010 includes a $1.8 million loss on the write-down of the Company’s pre-acquisition investment in Quixote Corporation. See Note 2 Acquisitions and Divestitures.

Note 13. Income Taxes

     The change in unrecognized tax benefits for the nine months ended September 30, 2010 and 2009 was as follows:

	Nine Months Ended
	September 30,
	2010			2009
	(in millions)
Beginning balance	$	40.1		$	32.9
Additions for tax positions related to the current year		2.6			5.0
Additions for tax positions of prior years		6.0			1.7
Reductions for tax positions of prior years		(5.3	)		(4.6	)
Settlements		(8.1	)		(1.5	)
Expiration of statute of limitations		(0.5	)		—
Ending balance	$	34.8		$	33.5

     The additions for the nine months ended September 30, 2010 and 2009, were amounts provided for tax positions previously taken in foreign jurisdictions and tax positions taken for federal and state income tax purposes as well as deferred tax liabilities that have been reclassified to uncertain tax positions.

     The increase in tax positions related to prior years is primarily related to a Federal tax position that was taken on a previously filed tax return. This position was submitted to the Internal Revenue Service (“IRS”) and we anticipate making a payment related to this position when the current examination cycle closes. In addition, we have also reflected additional income tax reserves of $1.6 million related to our acquisition of Quixote Corporation during the first quarter of 2010.

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     The reduction in tax positions of prior years was primarily related to state taxes. During the nine months ended September 30, 2010, we received additional facts on certain state tax positions that led us to change the measurement of certain state tax benefits previously recorded. This reduction in state positions was accompanied by a reduction in related deferred tax assets. Additionally, we completed some state audits for which the Company’s tax position was not challenged by the state and for which the positions are now effectively settled and to a federal tax position that we believed would be sustained upon audit and therefore was no longer at risk.

     Settlements during the nine months ended September 30, 2010 related to a first quarter tax settlement of the 2002 Mexico tax return of one of our subsidiaries and a third quarter settlement of the 1998-2002 IRS audit. We paid $2.1 million in taxes, penalties, and interest related to the Mexico settlement and $5.9 million in taxes, penalties, and interest related to the IRS examination. The excess of the amount reserved over the settlement amount for the Mexico and IRS exams was $1.8 million and $4.3 million, respectively, which is recorded as a benefit to income taxes. In addition, we settled an outstanding audit for Quixote Corporation that began prior to our acquisition of Quixote and for which we were fully reserved. We have therefore released $0.7 million of reserves related to this audit cycle, which will also reduce Quixote’s tax loss carryforward. There is no impact to income tax expense as a result of the Quixote audit.

     The total amount of unrecognized tax benefits including interest and penalties at September 30, 2010 that would affect the Company’s effective tax rate if recognized was $14.9 million. There is a reasonable possibility that unrecognized federal and state tax benefits will decrease by September 30, 2011 due to a lapse in the statute of limitations for assessing tax. Amounts subject to a lapse in statute by September 30, 2011 total $0.4 million. Further, there is a reasonable possibility that the unrecognized Federal tax benefits will decrease by September 30, 2011 due to settlements with taxing authorities. Amounts expected to settle by September 30, 2011 total $0.9 million.

     Trinity accounts for interest expense and penalties related to income tax issues as income tax expense. Accordingly, interest expense and penalties associated with an uncertain tax position are included in the income tax provision. The total amount of accrued interest and penalties as of September 30, 2010 and December 31, 2009 was $10.6 million and $16.0 million, respectively. Income tax expense for the three and nine months ended September 30, 2010 included a reduction in income tax expense of $3.2 million and a reduction in income tax expense of $5.5 million, respectively, in interest expense and penalties related to uncertain tax positions.

     During the third quarter ended September 30, 2010, we effectively settled our IRS exam cycle which covered the years ended March 31, 1998 through December 31, 2002. In addition, we are currently under two separate IRS examination cycles for the years ended 2004 through 2005 and 2006 through 2008. Therefore, our statute of limitations remains open from the year ended December 31, 2004 and forward. We have concluded the field work for the 2004-2005 exam cycle and have been issued a Revenue Agent Report, or “30-Day Letter.” Certain issues have been agreed upon by us and the IRS and certain issues remain unresolved. Accordingly, we have appealed those unresolved issues to the Appeals Division of the IRS. The Appeals Division’s review is currently scheduled to start in December 2010. Due to the uncertainty of the length of the appeals process and possible post-appeals litigation on any issues, the statute of limitations related to the 2004-2005 exam cycle will remain open for an indeterminable period of time. Likewise, as the 2006-2008 cycle is still in the examination level, we are unable to determine how long these periods will remain open.

     During the first quarter ended March 31, 2010, we closed our audit with one of our Mexican subsidiaries. The 2003 tax year is still under review and is expected to be completed within the calendar year. During the third quarter ended September 30, 2010, the Swiss authorities began auditing one of our Swiss subsidiaries for the 2006-2009 cycle. We do not anticipate any material adjustments from this audit. Our various other European subsidiaries, including subsidiaries that were sold in 2006, are impacted by various statutes of limitations which are generally open from 2003 forward. An exception to this is our discontinued operations in Romania, which have been audited through 2004. Generally, states’ statutes of limitations in the United States are open from 2002 forward, however, some state statutes of limitations will re-open as a result of the settlement of our 1998-2002 cycle in order for us to file amended tax returns to reflect the IRS adjustments in the state tax returns.

20

     The provision for income taxes from continuing operations results in effective tax rates different from the statutory rates. The following is a reconciliation between the statutory United States federal income tax rate and the Company’s effective income tax rate:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
Statutory rate		35.0	%		35.0	%		35.0	%		35.0	%
State taxes		1.2			1.0			2.1			(0.4	)
Impairment of goodwill		—			—			—			(20.7	)
Changes in valuation allowances		—			—			—			(3.7	)
Tax settlements		11.6			—			6.5			—
Changes in tax reserves		(16.9	)		4.0			(12.7	)		(0.5	)
Foreign tax adjustments		(0.9	)		(1.7	)		0.4			0.6
Other, net		2.5			0.2			2.8			1.9
Effective rate		32.5	%		38.5	%		34.1	%		12.2	%

Note 14. Employee Retirement Plans

     The following table summarizes the components of net retirement cost for the Company.

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(in millions)
Service cost	$	0.2		$	0.2		$	0.7		$	2.7
Interest		4.4			4.8			14.2			15.0
Expected return on plan assets		(5.0	)		(3.9	)		(15.0	)		(11.8	)
Actuarial loss		0.4			0.8			1.6			3.5
Curtailment		—			—			—			(0.3	)
Profit sharing		2.0			1.7			6.3			6.9
Net expense	$	2.0		$	3.6		$	7.8		$	16.0

     During the first quarter of 2009, the Company amended its Supplemental Retirement Plan (the “Supplemental Plan”) to reduce future retirement plan costs. This amendment provides that all benefit accruals under the Supplemental Plan cease effective March 31, 2009, and the Supplemental Plan was frozen as of that date. In addition, the Company amended the Trinity Industries, Inc. Standard Pension Plan (the “Pension Plan”). This amendment was designed to reduce future pension costs and provides that, effective March 31, 2009, all future benefit accruals under the Pension Plan automatically ceased for all participants, and the accrued benefits under the Pension Plan were determined and frozen as of that date. Accordingly, as a result of these amendments, the accrued pension liability was reduced by $44.1 million with an offsetting reduction in funded status of pension liability included in AOCL.

     Trinity contributed $3.4 million and $10.1 million to the Company’s defined benefit pension plans for the three and nine month periods ended September 30, 2010, respectively. Trinity contributed $3.2 million and $15.9 million to the Company’s defined benefit pension plans for the three and nine month periods ended September 30, 2009, respectively. Total contributions to the Company’s pension plans in 2010 are expected to be approximately $11.5 million.

21

Note 15. Accumulated Other Comprehensive Loss

Comprehensive net income (loss) is as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(in millions)
Net income (loss) attributable to Trinity	$	29.7		$	23.2		$	50.1		$	(152.3	)
Other comprehensive income (loss):
Change in funded status of pension liability from curtailment, net of tax expense of $—, $—, $—, and $16.4		—			—			—			27.7
Change in unrealized loss on derivative financial instruments, net of tax expense (benefit) of $(4.3), $(3.1), $(11.6), and $10.5		(7.6	)		(5.3	)		(23.5	)		18.2
Other changes, net of tax expense (benefit) of $—, $—, $0.7, and $(0.6)		—			(0.1	)		1.1			(1.0	)
Comprehensive net income (loss) attributable to Trinity	$	22.1		$	17.8		$	27.7		$	(107.4	)

The components of accumulated other comprehensive loss are as follows:

	September 30,			December 31,
	2010			2009
				(as reported)
	(in millions)
Currency translation adjustments, net of tax benefit of $(0.2) and $(0.2)	$	(17.1	)	$	(17.1	)
Unrealized loss on derivative financial instruments, net of tax benefit of $(30.4) and $(18.8)		(52.5	)		(29.0	)
Funded status of pension liability, net of tax benefit of $(30.0) and $(30.0)		(50.8	)		(50.8	)
Other changes, net of tax benefit of $— and $(0.7)		—			(1.1	)
	$	(120.4	)	$	(98.0	)

Note 16. Stock-Based Compensation

     Stock-based compensation totaled approximately $4.3 million and $11.3 million for the three and nine months ended September 30, 2010, respectively. Stock-based compensation totaled approximately $3.2 million and $10.7 million for the three and nine months ended September 30, 2009, respectively.

Note 17. Net Income Per Common Share

     On January 1, 2009, we adopted the provisions of the new FASB accounting pronouncement requiring that unvested share-based payment awards containing non-forfeitable rights to dividends be considered participating securities and included in the computation of earnings per share pursuant to the two-class method.

     Basic net income attributable to Trinity per common share is computed by dividing net income attributable to Trinity remaining after allocation to unvested restricted shares by the weighted average number of common shares outstanding for the period. Except when the effect would be antidilutive, the calculation of diluted net income attributable to Trinity per common share includes the net impact of unvested restricted shares and shares that could be issued under outstanding stock options. Total weighted average restricted shares and antidilutive stock options were 2.8 million shares for the three and nine month periods ended September 30, 2010. Total weighted average restricted shares and antidilutive stock options were 3.7 million shares for the three and nine month periods ended September 30, 2009.

22

     The computation of basic and diluted net income (loss) attributable to controlling interest is as follows:

	Three Months Ended								Three Months Ended
	September 30, 2010								September 30, 2009
	(in millions, except per share amounts)
	Income			Average					Income			Average
	(Loss)			Shares		EPS			(Loss)			Shares		EPS
Income from continuing operations	$	31.6							$	23.2
Less: income from continuing operations attributable to noncontrolling interest		1.8								—
Income from continuing operations attributable to Trinity		29.8								23.2
Unvested restricted share participation		(1.0	)							(0.9	)
Income from continuing operations attributable to Trinity — basic		28.8			77.0	$	0.37			22.3			76.5	$	0.29
Effect of dilutive securities:
Stock options		—			0.1					—			0.1
Income from continuing operations attributable to Trinity — diluted	$	28.8			77.1	$	0.37		$	22.3			76.6	$	0.29
Loss from discontinued operations, net of taxes	$	(0.1	)						$	(0.0	)
Unvested restricted share participation		—								—
Loss from discontinued operations, net of taxes — basic	$	(0.1	)		77.0	$	(0.00	)	$	(0.0	)		76.5	$	(0.00	)
Effect of dilutive securities:
Stock options		—			0.1					—			0.1
Loss from discontinued operations, net of taxes — diluted	$	(0.1	)		77.1	$	(0.00	)	$	(0.0	)		76.6	$	(0.0	)

	Nine Months Ended								Nine Months Ended
	September 30, 2010								September 30, 2009
	(in millions, except per share amounts)
	Income			Average					Income			Average
	(Loss)			Shares		EPS			(Loss)			Shares		EPS
Income (loss) from continuing operations	$	57.0							$	(152.2	)
Less: income from continuing operations attributable to noncontrolling interest		6.8								—
Income (loss) from continuing operations attributable to Trinity		50.2								(152.2	)
Unvested restricted share participation		(1.7	)							(0.8	)
Income (loss) from continuing operations attributable to Trinity — basic		48.5			76.8	$	0.63			(153.0	)		76.4	$	(2.00	)
Effect of dilutive securities:
Stock options		—			0.1					—			0.0
Income (loss) from continuing operations attributable to Trinity — diluted	$	48.5			76.9	$	0.63		$	(153.0	)		76.4	$	(2.00	)
Loss from discontinued operations, net of taxes	$	(0.1	)						$	(0.1	)
Unvested restricted share participation		—								—
Loss from discontinued operations, net of taxes — basic	$	(0.1	)		76.8	$	(0.00	)	$	(0.1	)		76.4	$	(0.00	)
Effect of dilutive securities:
Stock options		—			0.1					—			0.0
Loss from discontinued operations, net of taxes — diluted	$	(0.1	)		76.9	$	(0.00	)	$	(0.1	)		76.4	$	(0.00	)

23

Note 18. Contingencies

     The Company is involved in claims and lawsuits incidental to our business. Based on information currently available, it is management’s opinion that the ultimate outcome of all current litigation and other claims, including settlements, in the aggregate will not have a material adverse effect on the Company’s overall financial condition for purposes of financial reporting.

     Trinity is subject to Federal, state, local, and foreign laws and regulations relating to the environment and the workplace. The Company has reserved $7.3 million to cover our probable and estimable liabilities with respect to the investigations, assessments, and remedial responses to such matters, taking into account currently available information and our contractual rights to indemnification and recourse to third parties. However, estimates of liability arising from future proceedings, assessments, or remediation are inherently imprecise. Accordingly, there can be no assurance that we will not become involved in future litigation or other proceedings involving the environment and the workplace or, if we are found to be responsible or liable in any such litigation or proceeding, that such costs would not be material to the Company. We believe that we are currently in substantial compliance with environmental and workplace laws and regulations.

Note 19. Financial Statements for Guarantors of the Senior Debt

     The Company’s senior debt and certain operating leases are fully and unconditionally and jointly and severally guaranteed by certain of Trinity’s wholly owned subsidiaries: Transit Mix Concrete & Materials Company, Trinity Industries Leasing Company, Trinity Marine Products, Inc., Trinity Rail Group, LLC, Trinity North American Freight Car, Inc., Trinity Tank Car, Inc., Trinity Parts & Components, LLC, and Trinity Structural Towers, Inc. (“Combined Guarantor Subsidiaries”). The senior debt is not guaranteed by any remaining wholly owned subsidiary of the Company nor by TRIP Holdings or TRIP Leasing (“Combined Non-Guarantor Subsidiaries”). Effective January 1, 2010, Trinity Structural Towers Inc. was included as an additional guarantor of the Senior debt. As of September 30, 2010, assets held by the non-guarantor subsidiaries included $193.0 million of restricted cash that was not available for distribution to Trinity Industries, Inc. (“Parent”), $2,877.0 million of equipment securing certain debt including $1,200.4 million in equipment owned by TRIP Holdings, $102.8 million of equipment securing certain lease obligations held by the non-guarantor subsidiaries, and $228.7 million of assets located in foreign locations. As of December 31, 2009, assets held by the non-guarantor subsidiaries included $138.6 million of restricted cash that was not available for distribution to the Parent, $1,722.5 million of equipment securing certain debt, $105.3 million of equipment securing certain lease obligations held by the non-guarantor subsidiaries, and $213.9 million of assets located in foreign locations.

Statement of Operations
For the Three Months Ended September 30, 2010

						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	265.9	$	314.1		$	(40.0	)	$	540.0
Cost of revenues		2.8			197.4		239.2			(40.0	)		399.4
Selling, engineering, and administrative expenses		9.4			19.3		19.9			—			48.6
		12.2			216.7		259.1			(40.0	)		448.0
Operating profit (loss)		(12.2	)		49.2		55.0			—			92.0
Other (income) expense		(41.4	)		6.9		32.9			46.8			45.2
Income (loss) from continuing operations before income taxes		29.2			42.3		22.1			(46.8	)		46.8
Provision (benefit) for income taxes		(2.3	)		13.9		3.6			—			15.2
Income (loss) from continuing operations		31.5			28.4		18.5			(46.8	)		31.6
Loss from discontinued operations, net of benefit for income taxes of $0.0		—			—		(0.1	)		—			(0.1	)
Net income (loss)	$	31.5		$	28.4	$	18.4		$	(46.8	)	$	31.5

24

Statement of Operations
For the Nine Months Ended September 30, 2010

						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries			Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	774.8	$	874.0		$	(111.7	)	$	1,537.1
Cost of revenues		10.0			596.6		676.8			(111.7	)		1,171.7
Selling, engineering, and administrative expenses		28.3			56.9		57.3			—			142.5
		38.3			653.5		734.1			(111.7	)		1,314.2
Operating profit (loss)		(38.3	)		121.3		139.9			—			222.9
Other (income) expense		(82.9	)		24.2		100.1			95.0			136.4
Income (loss) from continuing operations before income taxes		44.6			97.1		39.8			(95.0	)		86.5
Provision (benefit) for income taxes		(12.3	)		32.2		9.6			—			29.5
Income (loss) from continuing operations		56.9			64.9		30.2			(95.0	)		57.0
Loss from discontinued operations, net of benefit for income taxes of $0.0		—			—		(0.1	)		—			(0.1	)
Net income (loss)	$	56.9		$	64.9	$	30.1		$	(95.0	)	$	56.9

Statement of Operations
For the Three Months Ended September 30, 2009

						Combined
				Combined		Non-
				Guarantor		Guarantor
	Parent			Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(in millions)
Revenues	$	—		$	262.2	$	327.0	$	(31.8	)	$	557.4
Cost of revenues		2.1			212.5		267.1		(31.8	)		449.9
Selling, engineering, and administrative expenses		7.0			19.5		16.4		—			42.9
		9.1			232.0		283.5		(31.8	)		492.8
Operating profit (loss)		(9.1	)		30.2		43.5		—			64.6
Other (income) expense		(30.3	)		8.6		15.8		32.8			26.9
Income (loss) from continuing operations before income taxes		21.2			21.6		27.7		(32.8	)		37.7
Provision (benefit) for income taxes		(2.0	)		5.2		11.3		—			14.5
Income (loss) from continuing operations		23.2			16.4		16.4		(32.8	)		23.2
Loss from discontinued operations, net of benefit for income taxes of $0.0		—			—		—		—			—
Net income (loss)	$	23.2		$	16.4	$	16.4	$	(32.8	)	$	23.2

Statement of Operations
For the Nine Months Ended September 30, 2009

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations			Consolidated
							(in millions)
Revenues	$	—		$	1,190.9		$	1,029.4		$	(153.3	)	$	2,067.0
Cost of revenues		20.8			985.5			839.7			(153.3	)		1,692.7
Selling, engineering, and administrative expenses		22.4			65.3			51.4			—			139.1
Goodwill impairment		2.2			276.5			46.3			—			325.0
		45.4			1,327.3			937.4			(153.3	)		2,156.8
Operating profit (loss)		(45.4	)		(136.4	)		92.0			—			(89.8	)
Other (income) expense		120.2			11.9			51.5			(100.0	)		83.6
Income (loss) from continuing operations before income taxes		(165.6	)		(148.3	)		40.5			100.0			(173.4	)
Provision (benefit) for income taxes		(13.3	)		(40.0	)		32.1			—			(21.2	)
Income (loss) from continuing operations		(152.3	)		(108.3	)		8.4			100.0			(152.2	)
Loss from discontinued operations, net of benefit for income taxes of $0.0		—			—			(0.1	)		—			(0.1	)
Net income (loss)	$	(152.3	)	$	(108.3	)	$	8.3		$	100.0		$	(152.3	)

25

Balance Sheet
September 30, 2010

					Combined
			Combined		Non-
			Guarantor		Guarantor
	Parent		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	138.1	$	—	$	13.1	$	—		$	151.2
Short-term marketable securities		220.0		—		—		—			220.0
Receivables, net of allowance		0.1		122.7		128.8		—			251.6
Income tax receivable		22.2		—		—		—			22.2
Inventory		—		210.7		146.7		—			357.4
Property, plant, and equipment, net		18.7		832.2		3,268.7		—			4,119.6
Investments in subsidiaries/intercompany receivable (payable), net		2,018.5		1,130.3		487.9		(3,636.7	)		—
Restricted cash		—		—		193.0		—			193.0
Goodwill and other assets		182.4		125.0		205.1		(153.1	)		359.4
	$	2,600.0	$	2,420.9	$	4,443.3	$	(3,789.8	)	$	5,674.4
Liabilities:
Accounts payable	$	8.4	$	62.2	$	66.9	$	—		$	137.5
Accrued liabilities		157.4		73.0		212.5		—			442.9
Debt		538.0		111.7		2,171.9		—			2,821.6
Deferred income		30.1		1.5		2.6		—			34.2
Deferred income taxes		—		507.6		10.0		(153.1	)		364.5
Other liabilities		63.8		0.9		6.7		—			71.4
Total stockholders’ equity		1,802.3		1,664.0		1,972.7		(3,636.7	)		1,802.3
	$	2,600.0	$	2,420.9	$	4,443.3	$	(3,789.8	)	$	5,674.4

Balance Sheet
December 31, 2009

					Combined
			Combined		Non-
			Guarantor		Guarantor
	Parent		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(in millions)
Assets:
Cash and cash equivalents	$	596.3	$	2.6	$	12.9	$	—		$	611.8
Short-term marketable securities		70.0		—		—		—			70.0
Receivables, net of allowance		—		41.5		118.3		—			159.8
Income tax receivable		11.2		—		—		—			11.2
Inventory		—		94.4		137.1		—			231.5
Property, plant, and equipment, net		19.4		849.5		2,169.3		—			3,038.2
Investments in subsidiaries/intercompany receivable (payable), net		1,808.4		891.3		618.2		(3,317.9	)		—
Restricted cash		—		—		138.6		—			138.6
Goodwill and other assets		175.3		193.8		140.3		(114.1	)		395.3
	$	2,680.6	$	2,073.1	$	3,334.7	$	(3,432.0	)	$	4,656.4
Liabilities:
Accounts payable	$	5.5	$	29.8	$	41.5	$	—		$	76.8
Accrued liabilities		194.6		49.0		130.9		—			374.5
Debt		530.4		115.7		1,199.0		—			1,845.1
Deferred income		70.0		4.2		3.5		—			77.7
Deferred income taxes		—		500.6		11.4		(114.1	)		397.9
Other liabilities		73.8		1.0		3.3		—			78.1
Total stockholders’ equity		1,806.3		1,372.8		1,945.1		(3,317.9	)		1,806.3
	$	2,680.6	$	2,073.1	$	3,334.7	$	(3,432.0	)	$	4,656.4

26

Statement of Cash Flows
For the Nine Months Ended September 30, 2010

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in millions)
Net cash provided (required) by operating activities	$	(241.6	)	$	165.2		$	123.6		$	—	$	47.2
Net cash provided (required) by investing activities		(198.5	)		(163.8	)		29.6			—		(332.7	)
Net cash provided (required) by financing activities		(18.1	)		(4.0	)		(153.0	)		—		(175.1	)
Net increase (decrease) in cash and cash equivalents		(458.2	)		(2.6	)		0.2			—		(460.6	)
Cash and cash equivalents at beginning of period		596.3			2.6			12.9			—		611.8
Cash and cash equivalents at end of period	$	138.1		$	—		$	13.1		$	—	$	151.2

Statement of Cash Flows
For the Nine Months Ended September 30, 2009

							Combined
				Combined			Non-
				Guarantor			Guarantor
	Parent			Subsidiaries			Subsidiaries			Eliminations		Consolidated
	(in millions)
Net cash provided (required) by operating activities	$	409.5		$	(68.5	)	$	189.0		$	—	$	530.0
Net cash provided (required) by investing activities		4.2			68.5			(124.1	)		—		(51.4	)
Net cash provided (required) by financing activities		(24.1	)		(1.8	)		(69.1	)		—		(95.0	)
Net increase (decrease) in cash and cash equivalents		389.6			(1.8	)		(4.2	)		—		383.6
Cash and cash equivalents at beginning of period		139.7			2.1			20.0			—		161.8
Cash and cash equivalents at end of period	$	529.3		$	0.3		$	15.8		$	—	$	545.4

27

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

     The following discussion should be read in conjunction with the unaudited consolidated financial statements of Trinity Industries, Inc. and subsidiaries (“Trinity”, “Company”, “we”, or “our”) and related notes thereto appearing elsewhere in this document.

     In May 2010, the Company’s inland barge manufacturing facilities in Tennessee experienced a flood resulting in significant damages to Trinity’s property and a temporary disruption of its production activities. The Company is fully insured against losses due to property damage and business interruption subject to certain deductibles. As of September 30, 2010, Trinity had received $20 million in payments from its insurance carrier of which $11.9 million pertains to the replacement of or repairs to property, plant, and equipment damaged with a net book value of $1.7 million. Accordingly, the Company has recognized a gain of $10.2 million from the disposition of flood-damaged property, plant, and equipment. As of October 1, 2010, the Company’s inland barge production capacity at its Tennessee operations was restored to its pre-flood levels.

     In October 2010, Trinity Rail Leasing 2010 LLC, a Delaware limited liability company (“TRL 2010”), a limited purpose, indirect wholly-owned subsidiary of the Company, owned through Trinity Industries Leasing Company (“TILC”), issued $369.2 million in aggregate principal amount of secured railcar equipment notes. In addition to repaying a portion of our TILC warehouse loan facility, the proceeds will be used to redeem the Company’s 6.5% Senior Notes due March 2014 and for future growth of the TILC lease fleet. See Financing Activities.

     In 2007, the Company purchased 20% of the equity in newly-formed TRIP Rail Holdings LLC (“TRIP Holdings”). TRIP Holdings and its subsidiary, TRIP Rail Leasing LLC (“TRIP Leasing”), provide railcar leasing and management services in North America. Railcars are purchased from the Rail and Railcar Leasing and Management Services groups of Trinity by TRIP Leasing. In 2009 and in 2010, the Company acquired an additional 37.14% equity ownership in TRIP Holdings for approximately $44.8 million from other equity investors including an additional 28.98% interest acquired in September 2010 for $28.6 million. As a result, the Company now owns a 57.14% equity ownership in TRIP Holdings, increasing the Company’s total investment to $92.1 million. Trinity has no remaining equity commitment to TRIP Holdings as of September 30, 2010.

     Trinity’s carrying value of its investment in TRIP Holdings follows:

	September 30,			December 31,
	2010			2009
	(in millions)
Capital contributions	$	47.3		$	47.3
Equity purchased from other investors		44.8			16.2
		92.1			63.5
Equity in earnings		6.0			3.0
Equity in unrealized losses on derivative financial instruments		(8.9	)		(3.2	)
Distributions		(6.0	)		(6.0	)
Deferred broker fees		(0.8	)		(1.0	)
	$	82.4		$	56.3

     On January 1, 2010, the Company adopted the provisions of a new accounting pronouncement which amended the rules regarding the consolidation of variable interest entities. Under this new standard, which changed the criteria for determining which enterprise has a controlling financial interest, the Company was determined to be the primary beneficiary of TRIP Holdings because of its combined role as both equity member and manager/servicer of TRIP Holdings. As a result of adopting this pronouncement, the consolidated financial statements of TRIP Holdings and subsidiary are required to be included with the consolidated financial statements of the Company. We determined the effects on Trinity’s consolidated financial statements as if TRIP Holdings had been included in the Company’s consolidated financial statements from TRIP Holdings’ inception and recorded a charge to retained earnings of $105.4 million, net of $57.7 million of tax benefit, and a noncontrolling interest of $129.9 million as of January 1, 2010. With the acquisition by Trinity of the additional ownership interest in TRIP Holdings in September 2010, the Company’s controlling financial interest in TRIP Holdings derives from its majority ownership. Accordingly, the consolidated balance sheet of the Company as of September 30, 2010, the consolidated statements of operations for the three and nine months ended September 30, 2010, and the consolidated statements of cash flows and stockholders’ equity for the nine months ended September 30, 2010 include the accounts of TRIP Holdings. Prior periods were not restated. All significant intercompany accounts and transactions have been eliminated including the deferral of profits on sales of railcars from the Rail or Leasing Group to TRIP Holdings. These deferred profits will be amortized over the life of the related equipment. Additionally, any future profits on the sale of

28

railcars to TRIP Holdings will be deferred and amortized over the life of the related equipment. The noncontrolling interest represents the non-Trinity equity interest in TRIP Holdings. See further discussion in Note 1 Summary of Significant Accounting Policies — Basis of Presentation and Note 6 Investment in TRIP Holdings in the consolidated financial statements. The assets of TRIP Holdings may only be used to satisfy liabilities of TRIP Holdings and the liabilities of TRIP Holdings have recourse only to TRIP Holdings’ assets.

     On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010. The repurchase program commenced in 2007 when $200 million of shares were authorized for repurchase. No shares were repurchased under this program for the three and nine months ended September 30, 2010. Since the inception of this program through September 30, 2010, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

     In February 2010, pursuant to a tender offer, the Company acquired the outstanding stock of Quixote Corporation (“Quixote”) at a total cost of $58.1 million, including $17.1 million in cash balances and $1.1 million consisting of the Company’s pre-acquisition investment in Quixote. In addition, the Company assumed $40.0 million in debt that was subsequently retired in the first quarter of 2010. Quixote is a leading manufacturer of energy-absorbing highway crash cushions, truck-mounted attenuators, and other transportation products. In connection with the acquisition, Trinity recorded goodwill of $22.0 million based on its preliminary valuation of the net assets acquired. As a result of the acquisition, the Company also recorded transaction-related expenses of $4.7 million including a $1.5 million write-down of its pre-acquisition investment in Quixote classified as other selling, engineering, and administrative costs. In addition to the transaction-related expenses listed above, there was a $1.8 million reclassification of previously-recognized charges from Accumulated Other Comprehensive Loss (“AOCL”) to earnings representing the decline in fair value of its pre-acquisition investment in Quixote, included in other, net in the consolidated statement of operations. The Company’s valuation of certain pre-acquisition amounts has not yet been finalized. See Note 2 Acquisition and Divestitures, Note 12 Other, Net and Note 15 Accumulated Other Comprehensive Loss in the consolidated financial statements.

     In August 2010, the Company sold its asphalt operations, previously acquired as a part of Armor Materials, and a ready mix plant, both included in the Construction Products Group, for $30.8 million recognizing a gain of $3.8 million after the write-off of $16.5 million in related goodwill.

Overall Summary for Continuing Operations

     Revenues

	Three Months Ended September 30, 2010								Three Months Ended September 30, 2009
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
	($ in millions)
Rail Group	$	57.3	$	73.7		$	131.0		$	87.4	$	78.7		$	166.1			(21.1	)%
Construction Products Group		155.7		4.7			160.4			141.1		5.2			146.3			9.6
Inland Barge Group		98.9		—			98.9			113.8		—			113.8			(13.1	)
Energy Equipment Group		103.0		3.6			106.6			130.2		2.5			132.7			(19.7	)
Railcar Leasing and Management Services Group		122.1		—			122.1			81.5		—			81.5			49.8
All Other		3.0		9.4			12.4			3.4		7.8			11.2			10.7
Eliminations — lease subsidiary		—		(69.6	)		(69.6	)		—		(75.0	)		(75.0	)
Eliminations — other		—		(21.8	)		(21.8	)		—		(19.2	)		(19.2	)
Consolidated Total	$	540.0	$	—		$	540.0		$	557.4	$	—		$	557.4			(3.1	)

	Nine Months Ended September 30, 2010								Nine Months Ended September 30, 2009
	Revenues								Revenues								Percent
	External		Intersegment			Total			External		Intersegment			Total			Change
	($ in millions)
Rail Group	$	131.6	$	185.9		$	317.5		$	409.5	$	343.8		$	753.3			(57.9	)%
Construction Products Group		433.0		16.7			449.7			414.3		8.8			423.1			6.3
Inland Barge Group		295.8		—			295.8			407.5		—			407.5			(27.4	)
Energy Equipment Group		304.8		7.2			312.0			389.5		6.1			395.6			(21.1	)
Railcar Leasing and Management Services Group		362.9		—			362.9			437.4		—			437.4			(17.0	)
All Other		9.0		25.5			34.5			8.8		27.2			36.0			(4.2	)
Eliminations — lease subsidiary		—		(173.5	)		(173.5	)		—		(330.3	)		(330.3	)
Eliminations — other		—		(61.8	)		(61.8	)		—		(55.6	)		(55.6	)
Consolidated Total	$	1,537.1	$	—		$	1,537.1		$	2,067.0	$	—		$	2,067.0			(25.6	)

     Our revenues for the three and nine month periods ended September 30, 2010 decreased primarily due to the continuing impact of the economic downturn on the markets we serve, especially the new railcar market, partially offset by the inclusion of the operating results of TRIP Holdings in the consolidated statements of operations for the three and nine months ended September 30, 2010. See discussion below regarding the Railcar Leasing and Management Services Group.

29

     Operating Profit (Loss)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(in millions)
Rail Group	$	3.3		$	(12.0	)	$	(7.3	)	$	(346.5	)
Construction Products Group		20.3			13.1			40.7			27.1
Inland Barge Group		22.4			26.7			52.2			95.9
Energy Equipment Group		6.0			16.2			29.9			59.7
Railcar Leasing and Management Services Group		52.9			30.3			150.3			118.2
All Other		(1.3	)		0.1			(6.0	)		1.2
Corporate		(9.5	)		(7.3	)		(28.5	)		(22.7	)
Eliminations — lease subsidiary		(0.9	)		(1.9	)		(6.4	)		(19.6	)
Eliminations — other		(1.2	)		(0.6	)		(2.0	)		(3.1	)
Consolidated Total	$	92.0		$	64.6		$	222.9		$	(89.8	)

     Operating profit for the three month period ended September 30, 2010 increased primarily as a result of the inclusion of the results of operations of TRIP Holdings in 2010, the recognition of a gain of $10.2 million from the disposition of flood-damaged property, plant and equipment in our Inland Barge Group and the acquisition of Quixote Corporation in the first quarter of 2010. Excluding the goodwill impairment charge of $325 million recorded during the three months ended June 30, 2009, operating profit for the nine month periods ended September 30, 2010 generally decreased as a result of lower revenues amid highly competitive markets.

     Other Income and Expense. Interest expense, net of interest income, was $45.0 million and $135.3 million, respectively, for the three and nine month periods ended September 30, 2010 compared to $31.3 million and $88.5 million, respectively, for the same periods last year. Interest income was unchanged from the same quarter last year and increased $0.1 million over the same nine month period last year. Interest expense increased $13.7 million and $46.9 million, respectively, over the same periods last year due to the inclusion of TRIP Holdings interest expense of $11.7 million and $35.3 million, respectively, in 2010 and an increase in debt levels, including $238.3 million of secured railcar equipment notes for the Leasing Group entered into in November 2009. The increase in Other, net expense for the three month period ended September 30, 2010 of $4.6 million was primarily due to higher foreign currency translation expense and lower gains on equity investments. The increase in Other, net expense for the nine month period ended September 30, 2010 of $6.0 million was primarily due to lower gains in 2010 on equity investments and the recorded decline in fair value of the Company’s pre-acquisition investment in Quixote Corporation partially offset by lower foreign currency translation losses.

     Income Taxes. The effective tax rates for continuing operations for the three and nine month periods ended September 30, 2010 were 32.5% and 34.1%, respectively. For the both the three and nine month periods ended September 30, 2010 the effective tax rate varied from the federal statutory rate of 35.0% due primarily to the release of income tax reserves in excess of the amounts settled, state income taxes and discrete adjustments related to foreign and state taxes during the periods ended September 30, 2010. The prior year effective tax rate for continuing operations for the three month period ended September 30, 2009 was 38.5% and varied from the federal statutory rate of 35.0% due primarily to state income taxes and discrete adjustments related to foreign and state taxes. The effective tax rate for continuing operations for the nine month period ended September 30, 2009 was 12.2% and varied from the 35% federal statutory rate due primarily to the 2009 second quarter goodwill impairment charge not being fully deductible for income tax purposes; the recording in the 2009 second quarter of a $6.3 million valuation reserve related to the utilization of foreign tax credits previously benefited; and state income taxes and other discrete adjustments related to foreign and state taxes.

Rail Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2010			2009			Percent			2010			2009			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Rail	$	97.6		$	139.2			(29.9	)%	$	223.7		$	661.1			(66.2	)%
Components		33.4			26.9			24.2			93.8			92.2			1.7
Total revenues	$	131.0		$	166.1			(21.1	)	$	317.5		$	753.3			(57.9	)
Operating profit (loss)	$	3.3		$	(12.0	)				$	(7.3	)	$	(346.5	)
Operating profit (loss) margin		2.5	%		(7.2	)%					(2.3	)%		(46.0	)%

     Railcar shipments decreased 30% to approximately 1,140 railcars and 67% to approximately 2,525 railcars during the three and nine month periods ended September 30, 2010, compared to the same periods in 2009. As of September 30, 2010, our Rail Group backlog consisted of approximately 4,860 railcars as compared to approximately 3,160 railcars as of September 30, 2009. The railcar backlog dollar value as of September 30, 2010 and September 30, 2009 was as follows:

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	As of September 30,
	2010		2009
	(in millions)
External Customers	$	250.8	$	129.7
Leasing Group		137.6		134.1
Total	$	388.4	$	263.8

     The total amount of the backlog dedicated to the Leasing Group was supported by lease agreements with external customers. The final amount dedicated to the Leasing Group may vary by the time of delivery.

     For the three month period ended September 30, 2010, the operating profit for the Rail Group increased $15.3 million compared to the same period last year. For the nine month period ended September 30, 2010, the operating loss for the Rail Group decreased $339.2 million compared to the same period last year. This decrease was primarily due to a $325 million goodwill impairment charge during the quarter ended June 30, 2009. The effect of significantly reduced railcar deliveries on operating profit during 2010 was offset by a reduction in operating expenses.

     In the three months ended September 30, 2010, railcar shipments included sales to the Leasing Group of $69.6 million compared to $75.0 million in the comparable period in 2009 with a deferred profit of $0.9 million compared to $1.9 million for the same period in 2009. In the nine months ended September 30, 2010, railcar shipments included sales to the Leasing Group of $173.5 million compared to $330.3 million in the comparable period in 2009 with a deferred profit of $6.4 million compared to $19.6 million for the same period in 2009. Sales to the Leasing Group and related profits are included in the operating results of the Rail Group but are eliminated in consolidation. There were no railcar sales to TRIP Leasing during the three and nine month periods ended September 30, 2010. Results for the nine month period ended September 30, 2009 included $113.0 million in railcars sold to TRIP Leasing, that resulted in a gain of $11.2 million of which $2.8 million in profit was deferred based on our equity interest. There were no railcar sales to TRIP Leasing during the three month period ended September 30, 2009. See Note 6 Investment in TRIP Holdings of the consolidated financial statements for information about TRIP Leasing.

Construction Products Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2010			2009			Percent			2010			2009			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Concrete and Aggregates	$	70.3		$	72.2			(2.6	)%	$	200.9		$	236.0			(14.9	)%
Highway Products		87.0			72.6			19.8			243.2			180.6			34.7
Other		3.1			1.5			106.7			5.6			6.5			(13.8	)
Total revenues	$	160.4		$	146.3			9.6		$	449.7		$	423.1			6.3
Operating profit	$	20.3		$	13.1					$	40.7		$	27.1
Operating profit margin		12.7	%		9.0	%					9.1	%		6.4	%

     The increase in revenues for the three and nine month periods ended September 30, 2010 compared to the same periods in 2009 was attributable to revenues from the acquisition of Quixote Corporation partially offset by a decline in the economic conditions related to the markets served by our Concrete and Aggregates operations and the divestiture of our asphalt operations in August 2010. Operating profit for the three and nine months ended September 30, 2010 compared to the same periods in 2009 increased as a result of the Quixote acquisition and higher Highway Products volume, lower operating costs and $3.8 million in gains recognized from divestitures in our Concrete and Aggregates business during the quarter ended September 30, 2010. Additionally, operating profit for the nine months ended September 30, 2009 included a $2.8 million write down of inventory to market value. See Note 2 Acquisitions and Divestitures in the consolidated financial statements.

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Inland Barge Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2010			2009			Percent			2010			2009			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues	$	98.9		$	113.8			(13.1	)%	$	295.8		$	407.5			(27.4	)%
Operating profit	$	22.4		$	26.7					$	52.2		$	95.9
Operating profit margin		22.6	%		23.5	%					17.6	%		23.5	%

     Operating profit for the third quarter included a $10.2 million gain from the disposition of damaged property, plant, and equipment resulting from a flood at our barge manufacturing facilities in May 2010. For the three and nine month periods ended September 30, 2010 our barge manufacturing operations incurred approximately $0.5 million and $3.9 million, respectively, in costs, net of insurance advances, related to damages and lost productivity resulting from the flood. Excluding the effects of this flood, revenues and operating profit decreased for the three and nine month periods ended September 30, 2010 compared to the same periods in the prior year due to a change in the mix of tank barge types and more competitive hopper barge prices overall. Operating profit for the nine months ended September 30, 2009 included the refund of $1.6 million in unclaimed settlement funds related to a legal settlement. No refunds were received during the three months ended September 30, 2009 or during the three and nine months ended September 30, 2010 for the same settlement. As of September 30, 2010, the backlog for the Inland Barge Group was approximately $515.6 million compared to approximately $347.7 million as of September 30, 2009.

Energy Equipment Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2010			2009			Percent			2010			2009			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Structural wind towers	$	65.2		$	93.5			(30.3	)%	$	198.2		$	285.6			(30.6	)%
Other		41.4			39.2			5.6			113.8			110.0			3.5
Total revenues	$	106.6		$	132.7			(19.7	)	$	312.0		$	395.6			(21.1	)
Operating profit	$	6.0		$	16.2					$	29.9		$	59.7
Operating profit margin		5.6	%		12.2	%					9.6	%		15.1	%

     Revenues and operating profit decreased for the three and nine month periods ended September 30, 2010 compared to the same periods in 2009 due to lower structural wind tower shipments, reduced operating efficiency, and lower margins on certain wind towers shipped in Mexico. As of September 30, 2010, the backlog for structural wind towers was approximately $1.0 billion compared to approximately $1.1 billion as of September 30, 2009.

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Railcar Leasing and Management Services Group

	Three Months Ended September 30,									Nine Months Ended September 30,
	2010			2009			Percent			2010			2009			Percent
	($ in millions)						Change			($ in millions)						Change
Revenues:
Wholly owned subsidiaries:
Leasing and management	$	86.1		$	80.0			7.6	%	$	256.2		$	245.6			4.3	%
Sales of cars from the lease fleet		7.2			1.5			380.0			18.8			191.8			(90.2	)
		93.3			81.5						275.0			437.4
TRIP Holdings:
Leasing and management		28.8			—			—			87.0			—			—
Sales of cars from the lease fleet		—			—			—			0.9			—			—
		28.8			—			—			87.9			—			—
Total revenues	$	122.1		$	81.5			49.8		$	362.9		$	437.4			(17.0	)
Operating Profit:
Wholly owned subsidiaries:
Leasing and management	$	34.3		$	30.3					$	94.9		$	97.9
Sales of cars from the lease fleet		2.3			0.0						4.5			20.3
		36.6			30.3						99.4			118.2
TRIP Holdings:
Leasing and management		16.3			—						50.9			—
Sales of cars from the lease fleet		—			—						—			—
		16.3			—						50.9			—
Total operating profit	$	52.9		$	30.3					$	150.3		$	118.2
Operating profit margin:
Leasing and management		44.0	%		37.9	%					42.5	%		39.9	%
Sales of cars from the lease fleet		31.9			0.0						22.8			10.6
Total operating profit margin		43.3			37.2						41.4			27.0
Fleet utilization:
Wholly owned subsidiaries		98.9	%		97.2	%					98.9	%		97.2	%
TRIP Holdings		99.6	%		—						99.6	%		—

     Total revenues increased for the three month period ended September 30, 2010 compared to the same period last year due to increased sales from the lease fleet, as well as increased rental revenues due to fleet growth and higher rental rates. Total revenues decreased for the nine month period ended September 30, 2010 compared to the same period last year due to decreased sales from the lease fleet including $183.8 million in sales to TRIP Leasing for the nine months ended September 30, 2009. Higher fleet utilization related to our wholly owned subsidiaries resulted in higher revenues. Additionally, due to the adoption of an accounting pronouncement, the Leasing Group’s results of operations for the three and nine months ended September 30, 2010 include TRIP Holdings and its subsidiary, TRIP Leasing. See Note 1 Summary of Significant Accounting Policies — Basis of Presentation and Note 6 Investment in TRIP Holdings in the consolidated financial statements for further discussion.

     Operating profit for the three and nine month periods ended September 30, 2010 increased compared to the same periods in 2009 due to the inclusion of TRIP Holdings in the Leasing Group’s results of operations partially offset by higher maintenance expenses and, for the nine month period ended September 30, 2010, lower profit from lease fleet sales. Results for the nine months ended September 30, 2009 included $183.8 million in sales of railcars to TRIP Leasing that resulted in the recognition of previously deferred gains of $30.3 million of which $7.6 million were deferred based on our equity interest. There were no sales to TRIP Leasing during the three months ended September 30, 2009 or during the three and nine months ended September 30, 2010. For the nine months ended September 30, 2009, operating profit included $2.3 million in structuring and placement fees related to TRIP Holdings that were expensed. There were no structuring and placement fees expensed during the three months ended September 30, 2009 or during the three and nine months ended September 30, 2010.

     To fund the continued expansion of its lease fleet to meet market demand, the Leasing Group generally uses its non-recourse $475 million warehouse facility or excess cash to provide initial financing for a portion of the purchase price of the railcars. After initial financing, the Leasing Group generally obtains long-term financing for the railcars in the lease fleet through non-recourse asset-backed securities, long-term non-recourse operating leases pursuant to sales/leaseback transactions, or long-term recourse debt such as equipment trust certificates. See Financing Activities.

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     As of September 30, 2010, information regarding the Leasing Group’s lease fleet follows:

					Average remaining
	No. of cars		Average age		lease term
Wholly owned subsidiaries		51,640		5.8		3.5
TRIP Holdings		14,700		3.1		3.8

All Other

	Three Months Ended September 30,								Nine Months Ended September 30,
	2010			2009		Percent			2010			2009		Percent
	($ in millions)					Change			($ in millions)					Change
Revenues	$	12.4		$	11.2		10.7	%	$	34.5		$	36.0		(4.2	)%
Operating profit (loss)	$	(1.3	)	$	0.1				$	(6.0	)	$	1.2

     The increase in revenues for the three month period ended September 30, 2010 over the same period last year was primarily due to an increase in intersegment sales by our transportation company while the decrease in revenues for the nine month period ended September 30, 2010 when compared to 2009 was primarily due to a decrease in intersegment sales by our transportation company. Operating profit decreased for the three and nine month periods ended September 30, 2010 over the same period last year due to gains on property dispositions in 2009.

Liquidity and Capital Resources

Cash Flows

     Operating Activities. Net cash provided by operating activities of continuing operations for the nine months ended September 30, 2010 and 2009 was $47.2 million and $530.0 million, respectively. Excluding the goodwill impairment charge of $325 million recorded during the three months ended June 30, 2009, cash flow from operating activities was lower due to lower operating profits in 2010 compared with 2009 and an overall increase in accounts receivable and inventories in 2010 offset partially by an increase in accounts payable.

     Accounts receivables at September 30, 2010 as compared to the accounts receivables balance at December 31, 2009 increased by $81.8 million or approximately 51.2% due primarily to higher receivables from the Rail and Construction Products groups. Raw materials inventory at September 30, 2010 increased by $90.0 million or approximately 92.9% since December 31, 2009 primarily attributable to higher levels in our Rail, Inland Barge and Energy Equipment groups required to meet production demands. Finished goods inventory did not change significantly since December 31, 2009. Accounts payable increased by $58.1 million from December 31, 2009 primarily due to higher production levels in the business groups mentioned. Accrued liabilities decreased by $40.1 million from December 31, 2009 primarily due to the settlement of year-end liabilities during 2010. We continually review reserves related to bad debt as well as the adequacy of lower of cost or market valuations related to accounts receivable and inventory.

     Investing Activities. Net cash required by investing activities for the nine months ended September 30, 2010 was $332.7 million compared to $51.4 million of cash required by investing activities for the same period last year. Investments in short-term marketable securities increased by $150.0 million during the nine months ended September 30, 2010. Capital expenditures for the nine months ended September 30, 2010 were $204.7 million, of which $173.2 million were for additions to the lease fleet and $9.7 million were for replacement of flood-damaged property. This compares to $358.4 million of capital expenditures for the same period last year, of which $320.6 million were for additions to the lease fleet. Proceeds from the sale of property, plant, and equipment were $68.9 million for the nine months ended September 30, 2010 composed primarily of the sale of assets in our Construction Products Group for $30.8 million, railcar sales from the lease fleet totaling $19.6 million, and proceeds from the disposition of flood-damaged property, plant and equipment of $11.9 million. This compares to $307.0 million for the same period in 2009 composed primarily of railcar sales from the lease fleet, which included $183.8 million to TRIP Leasing, and the sale of non-operating assets. Cash required related to acquisitions amounted to $46.9 million, excluding $17.1 million in cash balances acquired from Quixote.

     Financing Activities. Net cash required by financing activities during the nine months ended September 30, 2010 was $175.1 million compared to $95.0 million of cash required by financing activities for the same period in 2009. During the nine months ended September 30, 2010 we retired $117.3 million in debt including $40.0 million in debt assumed as a result of the Quixote acquisition. We also purchased an additional equity interest in TRIP Holdings from one of its other investors for $28.6 million. We intend to use our cash and credit facilities to fund the operations, expansions, and growth initiatives of the Company.

     At September 30, 2010 and for the nine month period then ended, there were no borrowings under our $425 million revolving credit facility that matures on October 19, 2012. Interest on the revolving credit facility is calculated at prime or

34

LIBOR plus 87.5 basis points. After $81.1 million was considered for letters of credit, $343.9 million was available under the revolving credit facility as of September 30, 2010.

     The $475 million TILC warehouse loan facility, established to finance railcars owned by TILC, had $137.2 million outstanding and $337.8 million available as of September 30, 2010. The warehouse loan is a non recourse obligation, secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by the warehouse loan facility. The principal and interest of this indebtedness are paid from the cash flows of the underlying leases. Advances under the facility bear interest at a defined index rate plus a margin, for an all-in interest rate of 2.80% at September 30, 2010. The warehouse loan facility matures February 2011 and, unless renewed, will be payable in three installments in August 2011, February 2012, and August 2012. There were no new borrowings under this facility for the nine month period ended September 30, 2010. TILC plans to renew this facility on terms and conditions that are customary for this type of financing.

     In June 2007, TRIP Leasing entered into a $1.19 billion Warehouse Loan Agreement which contains a floating rate revolving facility (the “TRIP Warehouse Loan”). The TRIP Warehouse Loan is a non recourse obligation, secured by a portfolio of railcars and operating leases, certain cash reserves, and other assets acquired and owned by TRIP Leasing. The TRIP Warehouse Loan consists of Tranche A bearing an interest rate of the one month USD Libor plus 1.00% and Tranche B bearing an interest rate of the one month USD Libor plus 2.25%. The TRIP Warehouse Loan had a two year revolving availability period which ended in June 2009. From June 2010 through June 2011, all excess cash flow, as defined by the Warehouse Loan Agreement, must be applied to reductions in principal in lieu of dividends to equity members of TRIP Holdings. Commencing June 2011, the outstanding balance is due in four quarterly installments ending March 2012. The quarterly installment due dates are subject to extension by written agreement between TRIP Leasing and its lenders. TRIP Leasing is considering a number of financing alternatives to address these quarterly installments, the first of which becomes due in June 2011.

     On October 25, 2010, Trinity Rail Leasing 2010 LLC, a Delaware limited liability company (“TRL 2010”), a limited purpose, indirect wholly-owned subsidiary of the Company owned through TILC, issued $369.2 million in aggregate principal amount of Secured Railcar Equipment Notes, Series 2010-1 (“2010 Secured Railcar Equipment Notes”). The 2010 Secured Railcar Equipment Notes were issued pursuant to an Indenture, dated as of October 25, 2010 between TRL 2010 and Wilmington Trust Company, as indenture trustee. The 2010 Secured Railcar Equipment Notes bear interest at a fixed rate of 5.194%, are payable monthly, and have a stated final maturity date of October 16, 2040. The 2010 Secured Railcar Equipment Notes are limited recourse obligations of TRL 2010 only, secured by a portfolio of railcars and operating leases thereon, certain cash reserves, and other assets of TRL 2010 acquired and owned by TRL 2010. Additionally, in October 2010, Trinity notified the holders of its 6.5% Senior Notes due March 2014 that it will redeem all such notes outstanding on November 26, 2010 at a redemption price of 102.167%. The Company intends to use a portion of the proceeds from the TRL 2010 financing to fund the redemption.

     On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010. The repurchase program commenced in 2007 when $200 million of shares were authorized for repurchase. No shares were repurchased under this program for the three and nine months ended September 30, 2010. Since the inception of this program through September 30, 2010, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

     The economic and financial crisis experienced by the United States economy since 2008 has impacted our businesses. New orders for railcars and barges dropped significantly in 2009 as the transportation industry saw a significant decline in the shipment of freight. The transportation industry experienced weakness throughout 2009 continuing through the first nine months of 2010. Orders for structural wind towers have been slow since mid-2008 when green energy companies experienced tightened credit markets coupled with lower prices for electricity and natural gas sales. The slowdown in the residential and commercial construction markets impacted our Construction Products Group as well. We continually assess our manufacturing capacity and take steps to align our production capacity with demand for our products. As a result of our assessment, we have adapted to the rapid decline in market conditions by reducing our production footprint and staffing levels and causing certain facilities to be on non-operating status, but to the extent that demand increases, these facilities on non-operating status would be available for future operations.

Equity Investment

     See Note 6 of the Consolidated Financial Statements for information about the investment in TRIP Holdings.

Future Operating Requirements

     We expect to finance future operating requirements with cash flows from operations, and depending on market conditions, short-term and long-term debt, and equity. Debt instruments that the Company has utilized include its revolving credit facility, the warehouse facility, senior notes, convertible subordinated notes, asset-backed securities, and

35

sale/leaseback transactions. The Company has also issued equity at various times. As of September 30, 2010, the Company had $343.9 million available under its revolving credit facility and $337.8 million available under its warehouse facility. Despite the volatile conditions in both the credit and stock markets, the Company believes it has access to adequate capital resources to fund operating requirements and is active in the credit markets.

Off Balance Sheet Arrangements

     See Note 5 of the Consolidated Financial Statements for information about off balance sheet arrangements.

Derivative Instruments

     We use derivative instruments to mitigate the impact of changes in interest rates and zinc, natural gas, and diesel fuel prices, as well as to convert a portion of our variable-rate debt to fixed-rate debt. Additionally, we use derivative instruments to mitigate the impact of unfavorable fluctuations in foreign currency exchange rates. We also use derivatives to lock in fixed interest rates in anticipation of future debt issuances. Derivative instruments that are designated and qualify as cash flow hedges are accounted for in accordance with accounting standards issued by the FASB. See Note 3 Fair Value Accounting to the consolidated financial statements for discussion of how the Company valued its commodity hedges and interest rate swaps at September 30, 2010.

     Interest rate hedges

						Included in accompanying balance sheet
						at September 30, 2010
								AOCL –
	Notional		Interest					expense/			Noncontrolling
	Amount		Rate1			Liability		(income)			Interest
	(in millions, except %)
Interest rate locks:
2005-2006	$	200.0		4.87	%		—	$	(2.7	)		—
2006-2007	$	370.0		5.34	%		—	$	15.0			—
Interest rate swaps:
TILC warehouse	$	200.0		1.798	%	$	0.6		—			—
TRIP warehouse	$	856.7		3.664	%	$	68.2	$	13.5		$	28.1
2008 debt issuances	$	510.8		4.126	%	$	59.1	$	56.9			—

¹ Weighted average fixed interest rate

	Effect on interest expense — increase/(decrease)
	Three Months Ended						Nine Months Ended						Expected effect
	September 30,						September 30,						during next
	2010			2009			2010			2009			twelve months2
	(in millions)
Interest rate locks:
2005-2006	$	(0.1	)	$	(0.1	)	$	(0.3	)	$	(0.3	)	$	(0.4	)
2006-2007	$	0.9		$	1.0		$	2.8		$	3.0		$	3.6
Interest rate swaps:
TILC warehouse	$	0.1		$	1.1		$	0.5		$	2.5		$	0.6
TRIP warehouse	$	7.2			—		$	22.0			—		$	26.8
2008 debt issuances	$	4.5		$	5.2		$	15.2		$	15.2		$	18.9

² Based on fair value as of September 30, 2010.

     During 2005 and 2006, we entered into interest rate swap transactions in anticipation of a future debt issuance. These instruments, with a notional amount of $200 million, fixed the interest rate on a portion of a future debt issuance associated with a railcar leasing transaction in 2006 and settled at maturity in the first quarter of 2006. These interest rate swaps were being accounted for as cash flow hedges with changes in the fair value of the instruments of $4.5 million in income recorded in AOCL through the date the related debt issuance closed in May 2006. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

     In anticipation of a future debt issuance, we entered into interest rate swap transactions during the fourth quarter of 2006 and during 2007. These instruments, with a notional amount of $370 million, hedged the interest rate on a portion of a future debt issuance associated with an anticipated railcar leasing transaction, which closed in May 2008. These instruments settled during the second quarter of 2008 and were accounted for as cash flow hedges with changes in the fair value of the instruments of $24.5 million recorded as a loss in AOCL through the date the related debt issuance closed in May 2008. The balance is being amortized over the term of the related debt. The effect on interest expense is due to amortization of the AOCL balance.

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     During 2008, we entered into interest rate swap transactions, with a notional amount of $200 million, which are being used to counter our exposure to changes in the variable interest rate associated with our warehouse facility. The effect on interest expense includes the mark to market valuation on the interest rate swap transactions and monthly interest settlements. These interest rate hedges are due to expire during the fourth quarter of 2010.

     In May 2008, we entered into an interest rate swap transaction that is being used to fix the LIBOR component of the debt issuance which closed in May 2008. The effect on interest expense results from monthly interest settlements.

     Between 2007 and 2009, TRIP Holdings entered into interest rate swap transactions, all of which qualify as cash flow hedges. As of September 30, 2010, maturities for cash flow hedges ranged from 2011-2023. The effect on interest expense results from monthly interest settlements.

     See Note 11 Debt for a discussion of the related debt instruments.

     Other Derivatives

	Effect on operating income — increase/(decrease)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(in millions)
Fuel hedges1
Effect of mark to market valuation	$	—		$	—		$	(0.1	)	$	(0.3	)
Settlements		(0.1	)		—			(0.1	)		(1.2	)
	$	(0.1	)	$	—		$	(0.2	)	$	(1.5	)
Foreign exchange hedges2	$	(0.3	)	$	(0.2	)	$	(0.6	)	$	(1.2	)

1	Included in cost of revenues in the accompanying consolidated statement of operations
2	Included in other, net in the accompanying consolidated statement of operations

     Natural gas and diesel fuel

     We continue a program to mitigate the impact of fluctuations in the price of natural gas and diesel fuel purchases. The intent of the program is to protect our operating profit from adverse price changes by entering into derivative instruments. For those instruments that do not qualify for hedge accounting treatment, any changes in their valuation are recorded directly to the consolidated statement of operations. The amount recorded for these instruments in the consolidated balance sheet as of September 30, 2010 was not significant.

     Foreign Exchange Hedge

     During the nine month periods ended September 30, 2010 and 2009, we entered into foreign exchange hedges to mitigate the impact on operating profit of unfavorable fluctuations in foreign currency exchange rates. These instruments are short term with quarterly maturities and no remaining balance in AOCL as of September 30, 2010.

     Zinc

     We maintain a program to mitigate the impact of fluctuations in the price of zinc purchases. The intent of this program is to protect our operating profit from adverse price changes by entering into derivative instruments. The effect of these derivative instruments on the consolidated financial statements for the three and nine months ended September 30, 2010 was not significant.

Contractual Obligation and Commercial Commitments

     As of September 30, 2010, other commercial commitments related to letters of credit decreased slightly to $81.1 million from $89.6 million as of December 31, 2009. Refer to Note 11 of the Consolidated Financial Statements for changes to our outstanding debt and maturities. Other commercial commitments that relate to operating leases including sale/leaseback transactions were basically unchanged as of September 30, 2010.

Recent Accounting Pronouncements

     See Note 1 of the Consolidated Financial Statements for information about recent accounting pronouncements.

37

Forward-Looking Statements

     This quarterly report on Form 10-Q (or statements otherwise made by the Company or on the Company’s behalf from time to time in other reports, filings with the Securities and Exchange Commission (“SEC”), news releases, conferences, World Wide Web postings or otherwise) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements contained herein that are not historical facts are forward-looking statements and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performances, estimates, projections, goals, and forecasts. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Potential factors, which could cause our actual results of operations to differ materially from those in the forward-looking statements include, among others:

• market conditions and demand for our business products and services;

• the cyclical nature of industries in which we compete;

• variations in weather in areas where our construction products are sold, used, or installed;

• disruption of manufacturing capacity due to weather-related events;

• the timing of introduction of new products;

• the timing and delivery of customer orders or a breach of customer contracts;

• the credit worthiness of customers and their access to capital;

• product price changes;

• changes in mix of products sold;

• the extent of utilization of manufacturing capacity;

• availability and costs of steel, component parts, supplies, and other raw materials;

• competition and other competitive factors;

• changing technologies;

• surcharges and other fees added to fixed pricing agreements for raw materials, parts, components, and supplies;

• interest rates and capital costs;

• counter-party risks for financial instruments;

• long-term funding of our operations;

• taxes;

• the stability of the governments and political and business conditions in certain foreign countries, particularly Mexico;

• changes in import and export quotas and regulations;

• business conditions in emerging economies;

• costs and results of litigation; and

• legal, regulatory, and environmental issues.

     Any forward-looking statement speaks only as of the date on which such statement is made. Trinity undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

38

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     There has been no material change in our market risks since December 31, 2009 as set forth in Item 7A of our 2009 Form 10-K. Refer to Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, for a discussion of debt-related activity and the impact of hedging activity for the three and nine months ended September 30, 2010.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

     The Company maintains controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the SEC, and to process, summarize, and disclose this information within the time periods specified in the rules of the SEC. The Company’s Chief Executive and Chief Financial Officers are responsible for establishing and maintaining these procedures and, as required by the rules of the SEC, evaluating their effectiveness. Based on their evaluation of the Company’s disclosure controls and procedures which took place as of the end of the period covered by this report, the Chief Executive and Chief Financial Officers believe that these procedures are effective to ensure that the Company is able to collect, process, and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods.

Internal Controls

     The Company maintains a system of internal controls designed to provide reasonable assurance that: transactions are executed in accordance with management’s general or specific authorization; transactions are recorded as necessary (1) to permit preparation of financial statements in conformity with generally accepted accounting principles, and (2) to maintain accountability for assets; access to assets is permitted only in accordance with management’s general or specific authorization; and the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

     During the period covered by this report, there have been no changes in the Company’s internal controls over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal controls over financial reporting.

39

PART II

Item 1. Legal Proceedings

     The information provided in Note 18 of the Consolidated Financial Statements is hereby incorporated into this Part II, Item 1 by reference.

Item 1A. Risk Factors

     There have been no material changes from the risk factors previously disclosed in Item 1A of our 2009 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     This table provides information with respect to purchases by the Company of shares of its Common Stock during the quarter ended September 30, 2010:

							Maximum
							Number (or
					Total		Approximate
					Number of		Dollar Value)
					Shares (or		of
					Units)		Shares (or
					Purchased		Units)
					as		that May Yet
					Part of		Be
			Average		Publicly		Purchased
	Number of		Price		Announced		Under the
	Shares		Paid per		Plans or		Plans
Period	Purchased(1)		Share (1)		Programs (2)		or Programs (2)
July 1, 2010 through July 31, 2010		167	$	19.24		—	$	132,536,481
August 1, 2010 through August 31, 2010		148	$	16.48		—	$	132,536,481
September 1, 2010 through September 30, 2010		1,764	$	21.04		—	$	132,536,481
Total		2,079	$	20.57		—	$	132,536,481

(1)

These columns include the following transactions during the three months ended September 30, 2010: (i) the surrender to the Company of 727 shares of Common Stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees and (ii) the purchase of 1,352 shares of common stock by the Trustee for assets held in a non-qualified employee profit sharing plan trust.

(2)

On December 8, 2009, the Company’s Board of Directors authorized an extension of its stock repurchase program. This extension allows for the repurchase of the Company’s common stock through December 31, 2010. The repurchase program commenced in 2007 when $200 million of shares were authorized for repurchase. No shares were purchased under this program for the three months ended September 30, 2010. Since the inception of this program through September 30, 2010, the Company has repurchased a total of 3,532,728 shares at a cost of approximately $67.5 million.

Item 3. Defaults Upon Senior Securities

     None.

Item 5. Other Information

     We operate eleven (11) wholly-owned quarries, which are considered surface mines and subject to regulation by the Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). The Company does not own or operate underground mines.

     On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Financial Reform Act”) was enacted. Section 1503(a) of the Financial Reform Act requires that we disclose in this report certain information about each of our quarries, such as the number and types of violations and orders issued under the Mine Act by MSHA. With respect to all 11 quarries, the Company had no MSHA notices, orders, or citations to report for the three month period ended September 30, 2010. However, the Company did receive two (2) MSHA assessments of $100 (one hundred dollars) each, one for the Ellis County, Texas quarry (MSHA ID No. 4102946) and one for the Kaufman County, Texas quarry (MSHA ID No. 4104113) during this three month period.

40

Item 6. Exhibits

Exhibit Number	Description
10.1	Seventh Amendment to the Second Amended and Restated Credit Agreement dated September 7, 2010, amending the Second Amended and Restated Credit Agreement dated April 20, 2005 (filed herewith).
10.2	Indenture dated as of October 25, 2010, between Trinity Rail Leasing 2010 LLC and Wilmington Trust Company, as indenture trustee (filed herewith).
10.3	Purchase and Contribution Agreement, dated as of October 25, 2010, among Trinity Rail Leasing Warehouse Trust, Trinity Industries Leasing Company, and Trinity Rail Leasing 2010 LLC (filed herewith).
10.4	Note Purchase Agreement dated October 18, 2010 among Trinity Industries, Inc., Trinity Industries Leasing Company, Trinity Rail Leasing 2010 LLC, Credit Suisse Securities (USA) LLC, Lloyds TSB Bank PLC, Credit Agricole Securities (USA) Inc., Wells Fargo Securities, LLC, and Rabo Securities USA, Inc. (filed herewith).
31.1	Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer (filed herewith).
31.2	Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer (filed herewith).
32.1	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS	XBRL Instance Document (filed electronically herewith)*
101.SCH	XBRL Taxonomy Extension Schema Document (filed electronically herewith)*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)*

^* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

41

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRINITY INDUSTRIES, INC. Registrant	By /s/ JAMES E. PERRY James E. Perry
	Vice President and
	Chief Financial Officer
	October 28, 2010

42

INDEX TO EXHIBITS

Exhibit Number	Description
10.1	Seventh Amendment to the Second Amended and Restated Credit Agreement dated September 7, 2010, amending the Second Amended and Restated Credit Agreement dated April 20, 2005 (filed herewith).
10.2	Indenture dated as of October 25, 2010, between Trinity Rail Leasing 2010 LLC and Wilmington Trust Company, as indenture trustee (filed herewith).
10.3	Purchase and Contribution Agreement, dated as of October 25, 2010, among Trinity Rail Leasing Warehouse Trust, Trinity Industries Leasing Company, and Trinity Rail Leasing 2010 LLC (filed herewith).
10.4	Note Purchase Agreement dated October 18, 2010 among Trinity Industries, Inc., Trinity Industries Leasing Company, Trinity Rail Leasing 2010 LLC, Credit Suisse Securities (USA) LLC, Lloyds TSB Bank PLC, Credit Agricole Securities (USA) Inc., Wells Fargo Securities, LLC, and Rabo Securities USA, Inc. (filed herewith).
31.1	Rule 13a-15(e) and 15d-15(e) Certification of Chief Executive Officer (filed herewith).
31.2	Rule 13a-15(e) and 15d-15(e) Certification of Chief Financial Officer (filed herewith).
32.1	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.2	Certification pursuant to 18 U.S.C., Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101.INS	XBRL Instance Document (filed electronically herewith)*
101.SCH	XBRL Taxonomy Extension Schema Document (filed electronically herewith)*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (filed electronically herewith)*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document (filed electronically herewith)*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (filed electronically herewith)*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (filed electronically herewith)*

^* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

43

EX-10.1

Exhibit 10.1

SEVENTH AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     This Seventh Amendment to Second Amended and Restated Credit Agreement (this “Seventh Amendment”) is executed effective as of September 7, 2010 (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, that certain Fourth Amendment to Second Amended and Restated Credit Agreement dated as of October 19, 2007, that certain Fifth Amendment to Second Amended and Restated Credit Agreement dated as of February 9, 2009 and that certain Sixth Amendment to Second Amended and Restated Credit Agreement dated as of March 31, 2009 (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. TILC anticipated acquiring additional Equity interests in TRIP Rail Holdings LLC (the “TRIP Equity Acquisition”). After giving effect to the TRIP Equity Acquisition, TILC will own approximately 57% of all of the issued and outstanding Equity of TRIP Rail Holdings LLC and TRIP Rail Holdings LLC will become a Subsidiary.

     C. In connection with the TRIP Equity Acquisition, 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 Seventh 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 “Seventh Amendment” which shall read in full as follows:

     “Seventh Amendment” means that certain Seventh Amendment to Second Amended and Restated Credit Agreement dated as of September 7, 2010, among the Borrower, the Administrative Agent and the Executing Lenders defined therein.

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 1

          1.2 Amendment to Definition of the Term “Loan Documents”. The definition of the term “Loan Documents” set forth in Section 1.01 of the Credit Agreement is 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 Sixth Amendment, the Seventh 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 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.

          1.3 Amendment to Definition of the Term “TILC Conduit Indebtedness”. The definition of the term “TILC Conduit Indebtedness” set forth in Section 1.01 of the Credit Agreement is amended to read in full as follows:

          1.4 “TILC Conduit Indebtedness” means the Indebtedness created or incurred (including Indebtedness pursuant to the warehouse facility established by Credit Suisse, New York Branch and certain other financial institutions, and any term out of such facility) by TILC, TRIP Rail Holdings LLC or in favor of any other special purpose subsidiary of TILC or TRIP Rail Holdings LLC, such Indebtedness to be (i) used to finance a portion of the lease fleet owned (or to be owned) by TILC, TRIP Rail Holdings LLC or any such subsidiary, (ii) secured by such applicable assets and associated underlying third party leases, and (iii) non-recourse to the Borrower or any Material Subsidiary except under the terms of performance guarantees that do not guarantee the payment of Indebtedness (except under limited circumstances that do not relate to the creditworthiness or performance of the underlying asset) and are of a type that are otherwise customarily entered into in connection with non-recourse asset financing Indebtedness.

     Section 2. Effectiveness of Amendment. This Seventh 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 Seventh 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 Seventh Amendment, no Default shall exist; and

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 2

     (c) Other Proceedings. All proceedings taken in connection with the transactions contemplated by this Seventh 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 Seventh Amendment, the Borrower and each Material Subsidiary (by its execution of this Seventh Amendment below), represent and warrant to the Administrative Agent and the Lenders as follows, as of the date hereof both before and after giving effect to the TRIP Equity Acquisition:

          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 Seventh 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 Seventh 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 Seventh 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.

          3.6 TRIP Equity Acquisition; TRIP Ownership and Classification. The TRIP Equity Acquisition will be consummated in accordance with the provisions of Section 7.04 of the Credit Agreement and after giving effect thereto, TRIP Rail Holdings LLC will be a Subsidiary, approximately 57% of whose issued and outstanding Equity will be owned by TILC and TRIP Rail Holdings LLC will be a Nonrecourse Subsidiary and therefore will not be a Material Subsidiary.

     Section 4. Miscellaneous.

          4.1 Reaffirmation of Loan Documents. The terms and provisions set forth in this Seventh Amendment shall modify and supersede all inconsistent terms and provisions set forth in the

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 3

Credit Agreement and except as expressly modified and superseded by this Seventh 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 general application. Borrower and the Material Subsidiaries agree that the obligations, indebtedness and liabilities of the Borrower arising under the Credit Agreement, as amended by this Seventh Amendment are “Obligations” as defined in the Subsidiary Guaranties.

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

          4.3 Counterparts. This Seventh 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 SEVENTH 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 Seventh Amendment are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Seventh Amendment, nor affect the meaning thereof.

          4.6 Survival of Representations and Warranties. All representations and warranties made in this Seventh Amendment shall survive the execution and delivery of this Seventh 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 Seventh 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 Seventh Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Seventh Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 4

          4.10 Applicable Law. This Seventh 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 Seventh 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 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 Seventh Amendment to be duly executed by their respective authorized officers on the date and year first above written.

TRINITY INDUSTRIES, INC.
By:	/s/ Gail M. Peck
	Gail M. Peck, Treasurer
JPMORGAN CHASE BANK, N.A., as a Lender, the Issuing Bank, the Swingline Lender and as Administrative Agent
By:	/s/ Brian McDougal
	Brian McDougal, Senior Vice President

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 5

THE ROYAL BANK OF SCOTLAND plc, as a Lender and as a Syndication Agent
By:	/s/ L. Peter Yetman
	Name:	L. Peter Yetman
	Title:	Senior Vice President

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 6

WELLS FARGO BANK, NATIONAL ASSOCIATION (successor in interest by merger to Wachovia Bank, N.A.), as a Lender and as a Syndication Agent
By:	/s/ Marguerite Burtzleff
	Name:	Vice President
	Title:	Vice President

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 7

BANK OF AMERICA, N.A., as a Lender and as a Syndication Agent
By:	/s/ Allison W. Connally
	Name:	Allison W. Connally
	Title:	Vice President

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 8

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES (successor by merger to Dresdner Bank AG, New York and Grand Cayman Branches), as a Lender
By:	/s/ Anthony Giraldi
	Name:	Anthony Giraldi
	Title:	Vice President
By:	/s/ Alina Parizianu
	Name:	Alina Parizianu
	Title:	Assistant Treasurer

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 9

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/ Daniel Wiget
	Name:	Daniel Wiget
	Title:	Assistant Vice President

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 10

AMEGY BANK NATIONAL ASSOCIATION, as a Lender
By:	/s/ Daniel L. Cox
	Name:	Daniel L. Cox
	Title:	Vice President

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 11

LLOYDS TSB Bank, PLC, as a Lender
By:	/s/ Candi Obrentz
	Name:	Candi Obrentz
	Title:	Vice President, Financial Institutions, NA
By:	/s/ M. Beanland
	Name: M. Beanland
	Title:	Senior Vice President, Financial Institutions, NA

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 12

BANK OF TEXAS, N.A., as a Lender
By:	/s/ Alan Morris
	Name:	Alan Morris
	Title:	Vice President

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 13

Material Subsidiary Consent

     Each of the undersigned Material Subsidiaries: (i) consent and agree to this Seventh 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 Seventh 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.) TRINITY STRUCTURAL TOWERS, INC
By:	/s/ James E. Perry
	James E. Perry, Vice President and Assistant
	Secretary of each Material Subsidiary

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, Page 14

SCHEDULE 4.11
TO
SEVENTH AMENDMENT
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

REQUIRED LENDER PERCENTAGE

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

SCHEDULE 4.11, Solo Page

EX-10.2

Exhibit 10.2

INDENTURE

dated as of October 25, 2010

by and between

TRINITY RAIL LEASING 2010 LLC,
a Delaware limited liability company,
as the Issuer of the Equipment Notes,

and

WILMINGTON TRUST COMPANY,
as Indenture Trustee for the Equipment Notes

TABLE OF CONTENTS

	Page
GRANTING CLAUSES		1
ARTICLE I DEFINITIONS		7
Section 1.01 Definitions		7
Section 1.02 Rules of Construction		8
Section 1.03 Compliance Certificates and Opinions		9
Section 1.04 Acts of Noteholders		9
ARTICLE II THE EQUIPMENT NOTES		11
Section 2.01 Authorization, Issuance and Authentication of the Equipment Notes; Amount of Outstanding Principal Balance;                   Terms; Form; Execution and Delivery		11
Section 2.02 Restrictive Legends		13
Section 2.03 Note Registrar and Paying Agent		15
Section 2.04 Paying Agent to Hold Money in Trust		16
Section 2.05 Method of Payment		16
Section 2.06 Minimum Denomination		17
Section 2.07 Exchange Option		17
Section 2.08 Mutilated, Destroyed, Lost or Stolen Equipment Notes		19
Section 2.09 Payments of Transfer Taxes		19
Section 2.10 Book-Entry Registration		19
Section 2.11 Special Transfer Provisions		21
Section 2.12 Temporary Definitive Notes		24
Section 2.13 Statements to Noteholders		24
Section 2.14 CUSIP, CINS and ISIN Numbers		26
Section 2.15 Debt Treatment of Equipment Notes		26
Section 2.16 Compliance with Withholding Requirements		26
ARTICLE III INDENTURE ACCOUNTS; PRIORITY OF PAYMENTS		26
Section 3.01 Establishment of Indenture Accounts; Investments		26
Section 3.02 Collections Account		29
Section 3.03 Withdrawal upon an Event of Default		30
Section 3.04 Liquidity Reserve Account		30
Section 3.05 Optional Reinvestment Account		31
Section 3.06 Expense Account		32
Section 3.07 Equipment Note Account		32
Section 3.08 Redemption/Defeasance Account		33
Section 3.09 Mandatory Replacement Account		33
Section 3.10 Calculations		34
Section 3.11 Payment Date Distributions from the Collections Account		36
Section 3.12 Voluntary Redemptions		38

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TABLE OF CONTENTS
(continued)

	Page
Section 3.13 Procedure for Redemptions		39
Section 3.14 Adjustments in Targeted Principal Balances		40
ARTICLE IV DEFAULT AND REMEDIES		40
Section 4.01 Events of Default		40
Section 4.02 Remedies Upon Event of Default		43
Section 4.03 Limitation on Suits		46
Section 4.04 Waiver of Existing Defaults		46
Section 4.05 Restoration of Rights and Remedies		47
Section 4.06 Remedies Cumulative		47
Section 4.07 Authority of Courts Not Required		47
Section 4.08 Rights of Noteholders to Receive Payment		47
Section 4.09 Indenture Trustee May File Proofs of Claim		47
Section 4.10 Undertaking for Costs		48
ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS		48
Section 5.01 Representations and Warranties		48
Section 5.02 General Covenants		53
Section 5.03 Portfolio Covenants		59
Section 5.04 Operating Covenants		63
ARTICLE VI THE INDENTURE TRUSTEE		72
Section 6.01 Acceptance of Trusts and Duties		72
Section 6.02 Absence of Duties		72
Section 6.03 Representations or Warranties		72
Section 6.04 Reliance; Agents; Advice of Counsel		72
Section 6.05 Not Acting in Individual Capacity		75
Section 6.06 No Compensation from Noteholders		75
Section 6.07 Notice of Defaults		75
Section 6.08 Indenture Trustee May Hold Securities		75
Section 6.09 Corporate Trustee Required; Eligibility		75
Section 6.10 Reports by the Issuer		75
Section 6.11 Compensation		76
Section 6.12 Certain Rights of the Requisite Majority		76
ARTICLE VII SUCCESSOR TRUSTEES		76
Section 7.01 Resignation and Removal of Indenture Trustee		76
Section 7.02 Appointment of Successor		77
ARTICLE VIII INDEMNITY		78
Section 8.01 Indemnity		78

ii

TABLE OF CONTENTS
(continued)

	Page
Section 8.02 Noteholders’ Indemnity		78
Section 8.03 Survival		78
ARTICLE IX SUPPLEMENTAL INDENTURES		79
Section 9.01 Supplemental Indentures Without the Consent of the Noteholders		79
Section 9.02 Supplemental Indentures with the Consent of Noteholders		79
ARTICLE X MODIFICATION AND WAIVER		81
Section 10.01 Modification and Waiver with Consent of Holders		81
Section 10.02 Modification Without Consent of Holders		82
Section 10.03 Subordination and Priority of Payments		82
Section 10.04 Execution of Amendments by Indenture Trustee		82
ARTICLE XI SUBORDINATION		82
Section 11.01 Subordination		82
ARTICLE XII DISCHARGE OF INDENTURE; DEFEASANCE		84
Section 12.01 Discharge of Liability on the Equipment Notes; Defeasance		84
Section 12.02 Conditions to Defeasance		84
Section 12.03 Application of Trust Money		86
Section 12.04 Repayment to the Issuer		86
Section 12.05 Indemnity for Government Obligations and Corporate Obligations		86
Section 12.06 Reinstatement		86
ARTICLE XIII MISCELLANEOUS		86
Section 13.01 Right of Indenture Trustee to Perform		86
Section 13.02 Waiver		87
Section 13.03 Severability		87
Section 13.04 Notices		87
Section 13.05 Assignments		89
Section 13.06 Currency Conversion		89
Section 13.07 Application to Court		90
Section 13.08 Governing Law		90
Section 13.09 Jurisdiction		91
Section 13.10 Counterparts		91
Section 13.11 No Petition in Bankruptcy		91
Section 13.12 Table of Contents, Headings, Etc		91

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Schedule	Description
Schedule 1	Account Information
Schedule 2	Description of Initial Railcars
Schedule 3	Description of Initial Leases
Schedule 4	Amortization Schedule

Exhibit	Description
Exhibit A	Form of Equipment Note
Exhibit B-1	Form of Certificate to be Given by Noteholders
Exhibit B-2	Form of Certificate to be Given by Euroclear or Clearstream
Exhibit B-3	Form of Certificate to Depository Regarding Interest
Exhibit B-4	Form of Depositary Certificate Regarding Interest
Exhibit B-5	Form of Transfer Certificate for Exchange or Transfer from 144A Book-Entry Note to Regulation S Book-Entry Note
Exhibit B-6	Form of Purchaser Exchange Instructions
Exhibit B-7	Form of Certificate to be Given by Transferee of Beneficial Interest in a Regulation S Temporary Book-Entry Note
Exhibit B-8	Form of Transfer Certificate for Exchange or Transfer from Unrestricted Book-Entry Note to 144A Book-Entry Note
Exhibit C	Form of Investment Letter to be Delivered in Connection with Transfers to Non-QIB Accredited Investors
Exhibit D-1	Form of Monthly Report
Exhibit D-2	Form of Annual Report
Exhibit E	Form of Full Service Lease
Exhibit F	Form of Net Lease

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     This INDENTURE, dated as of October 25, 2010 (as amended, supplemented or otherwise modified from time to time, this “Indenture”), by and between TRINITY RAIL LEASING 2010 LLC, a Delaware limited liability company, as the issuer of the Equipment Notes hereunder (“TRL-2010” or the “Issuer”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as indenture trustee for the Equipment Notes (the “Indenture Trustee”).

W I T N E S S E T H:

     WHEREAS, the Issuer and the Indenture Trustee are executing and delivering this Indenture in order to provide for the issuance by the Issuer of the Equipment Notes, the terms of which shall be specified in this Indenture; and

     WHEREAS, the obligations of the Issuer under the Equipment Notes issued pursuant to this Indenture and the other Secured Obligations shall be secured by the Collateral further granted and described below;

     NOW THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

GRANTING CLAUSES

     The Issuer hereby pledges, transfers, assigns, and otherwise conveys to the Indenture Trustee for the benefit and security of the Noteholders and other Secured Parties, and grants to the Indenture Trustee for the benefit and security of the Noteholders and other Secured Parties a security interest in and Encumbrance on, all of the Issuer’s right, title and interest, whether now existing or hereafter created or acquired and wherever located, in, to and under the assets and property described below (collectively, the “Collateral”):

     (a) each Issuer Document, in each case, as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time (collectively, the “Assigned Agreements”);

     (b) (i) all Railcars described on Schedule 2 hereto, together with all other Railcars conveyed to the Issuer from time to time, whether pursuant to the Asset Transfer Agreement or otherwise, and any and all substitutions and replacements therefor, (ii) all licenses, manufacturer’s warranties and other warranties, Supporting Obligations (including in respect of any related Lease), Payment Intangibles, Accounts, Instruments, Chattel Paper (including the Leases described on Schedule 3 hereto and any other related Leases of the Railcars and all related Lease Payments), General Intangibles and all other rights and obligations related to any such aforementioned Assigned Agreement, Railcars or Leases, including, without limitation, all rights, powers, privileges, options and other benefits of the Issuer to receive moneys and other property due and to become due under or pursuant to such Assigned Agreements, such Railcars or Leases, including, without limitation, all rights, powers, privileges, options and other benefits to receive and collect rental payments, income, revenues, profits and other amounts, payments, tenders or security (including any cash collateral) from any other party thereto (including, in the case of related Leases, from the Lessees thereunder), (iii) all rights, powers, privileges, options

and other benefits of the Issuer to receive proceeds of any casualty insurance, condemnation award, indemnity, warranty or guaranty with respect to such Assigned Agreements, Railcars or Leases, (iv) all claims of the Issuer for damages arising out of or for breach of or default under any Assigned Agreement or in respect of any related Lease, and (v) the rights, powers, privileges, options and other benefits of the Issuer to perform under each Assigned Agreement and related Lease, to compel performance and otherwise exercise all remedies thereunder and to terminate each Assigned Agreement and related Lease;

     (c) all (i) Railroad Mileage Credits allocable to such Railcars and any payments in respect of such credits, (ii) tort claims or any other claims of any kind or nature related to such Railcars and any payments in respect of such claims, (iii) SUBI Certificates evidencing a 100% special unit of beneficial interest in the Trinity Marks related to such Railcars and (iv) other payments owing by any Person (including any railroads or similar entities) in respect of or attributable to such Railcars or the use, loss, damage, casualty, condemnation of such Railcars or the Marks associated therewith, in each case whether arising by contract, operation of law, course of dealing, industry practice or otherwise;

     (d) all Indenture Accounts and all Investment Property therein (including, without limitation, all (i) securities, whether certificated or uncertificated, (ii) Security Entitlements, (iii) Securities Accounts, (iv) commodity contracts and (v) commodity accounts) in which the Issuer has now, or acquires from time to time hereafter, any right, title or interest in any manner, and the certificates or instruments, if any, representing or evidencing such investment property, and all dividends, distributions, return of capital, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such investment property with respect thereto, including, without limitation, any Permitted Investments purchased with funds on deposit in any Indenture Accounts, and all income from the investment of funds therein;

     (e) all insurance policies maintained by the Issuer or for its benefit (including, without limitation, all insurance policies maintained by the Manager or the Insurance Manager for the benefit of the Issuer) covering all or any portion of the Collateral, and all payments thereon or with respect thereto;

     (f) all other Accounts, Chattel Paper, commercial tort claims (as defined in the UCC), documents (as defined in the UCC), equipment (as defined in the UCC), General Intangibles, Instruments, inventory (as defined in the UCC), letter-of-credit rights (as defined in the UCC), and Supporting Obligations; and

     (g) all Proceeds, accessions, profits, products, income benefits, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of the Issuer described in the preceding clauses (including, without limitation, the Issuer’s claims for indemnity thereunder and payments with respect thereto).

Such Security Interests are made in trust and subject to the terms and conditions of this Indenture as collateral security for the payment and performance in full by the Issuer of all Outstanding Obligations and for the prompt payment in full by the Issuer of the respective amounts due and the prompt performance in full by the Issuer of all of its other obligations, in each case, under the

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Issuer Documents, the Equipment Notes and the Operative Agreements to which the Issuer is a party (collectively, the “Secured Obligations”), all as provided in this Indenture.

     For avoidance of doubt it is expressly understood and agreed that, to the extent the UCC is revised subsequent to the date hereof such that the definition of any of the foregoing terms included in the description of Collateral is changed, the parties hereto desire that any property which is included in such changed definitions which would not otherwise be included in the foregoing grant on the date hereof be included in such grant immediately upon the effective date of such revision.

     The Indenture Trustee acknowledges such Security Interests, accepts the duties created hereby in accordance with the provisions hereof and agrees to hold and administer all Collateral for the use and benefit of all present and future Secured Parties.

     The Issuer hereby irrevocably authorizes the Indenture Trustee at any time, and from time to time, to file, without the signature of the Issuer, in any filing office in any UCC jurisdiction necessary or desirable to perfect the Security Interests granted herein, any initial financing statements, continuation statements and amendments thereto that (i) indicate or describe the Collateral regardless of whether any particular asset constituting Collateral falls within the scope of Article 9 of the UCC in the same manner as described herein or in any other manner as the Indenture Trustee may determine in its sole discretion is necessary or desirable to ensure the perfection of the Security Interests granted herein, or (ii) provide any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether the Issuer is an organization, the type of organization and any organization identification number issued to the Issuer. The Issuer agrees to furnish the information described in clause (ii) of the preceding sentence to the Indenture Trustee promptly upon the Indenture Trustee’s request. Nothing in the foregoing shall be deemed to create an obligation of the Indenture Trustee to file any financing statement, continuation statements or amendment thereto.

     Priority. The Issuer intends the Security Interests in favor of the Indenture Trustee to be prior to all other Encumbrances in respect of the Collateral, and the Issuer has taken and shall take or cause to be taken all actions necessary to obtain and maintain, in favor of the Indenture Trustee, for the benefit of the Noteholders and other Secured Parties, a first priority, perfected security interest in the Collateral, to the extent that perfection can be achieved by the filing of a UCC-1 financing statement in any UCC jurisdiction and/or other similar filings with the STB. With respect to Leases related to Portfolio Railcars where the Lessee thereunder is a Canadian resident, the Issuer has taken and shall take or cause to be taken all actions necessary or advisable to obtain and maintain, in favor of the Indenture Trustee, a first priority, perfected security interest in the related Railcars including, without limitation, making all such filings, registrations and recordings with the Registrar General of Canada as are necessary or advisable to obtain and maintain a first priority, perfected security interest in such Railcars and taking any actions that may be required by clause (C) of Section 2.2(e) of the Management Agreement. Notwithstanding the foregoing, the Issuer shall not be required to make any filings, registrations or recordation in Mexico. The Indenture Trustee shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party under all applicable law in addition to, and not in limitation of, the other rights, remedies and recourses granted to the

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Indenture Trustee by this Indenture or any law relating to the creation and perfection of security interests in the Collateral.

     Continuance of Security.

     (a) Except as otherwise provided under “Releases” below, the Security Interests created under this Indenture shall remain in force as continuing security to the Indenture Trustee, for the benefit of the Noteholders and other Secured Parties, until the repayment and performance in full of all Secured Obligations, notwithstanding any intermediate payment or satisfaction of any part of the Secured Obligations or any settlement of account or any other act, event or matter whatsoever, and shall secure Secured Obligations, including, without limitation, the ultimate balance of the moneys and liabilities hereby secured.

     (b) No assurance, security or payment which may be avoided or adjusted under the law, including under any enactment relating to bankruptcy or insolvency and no release, settlement or discharge given or made by the Indenture Trustee on the faith of any such assurance, security or payment, shall prejudice or affect the right of the Indenture Trustee to recover the Secured Obligations from the Issuer (including any moneys which it may be compelled to pay or refund under the provisions of any applicable insolvency legislation of any applicable jurisdiction and any costs payable by it pursuant to or otherwise incurred in connection therewith) or to enforce the Security Interests granted under this Indenture to the full extent of the Secured Obligations and accordingly, if any release, settlement or discharge is or has been given hereunder and there is subsequently any such avoidance or adjustment under the law, it is expressly acknowledged and agreed that such release, settlement or discharge shall be void and of no effect whatsoever.

     (c) If the Indenture Trustee shall have grounds in its absolute discretion acting in good faith for believing that the Issuer may be insolvent pursuant to the provisions of any applicable insolvency legislation in any relevant jurisdiction as at the date of any payment made by the Issuer to the Indenture Trustee (provided that the Indenture Trustee shall have no duty to inquire or investigate and shall not be deemed to have knowledge of same absent written notice received by a responsible officer of the Indenture Trustee), the Indenture Trustee shall retain the Security Interests contained in or created pursuant to this Indenture until the expiration of a period of one month plus such statutory period within which any assurance, security, guarantee or payment can be avoided or invalidated after the payment and discharge in full of all Secured Obligations notwithstanding any release, settlement, discharge or arrangement which may be given or made by the Indenture Trustee on, or as a consequence of, such payment or discharge of liability, provided that, if at any time within such period, the Issuer shall commence a voluntary winding-up or other voluntary case or other proceeding under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction seeking liquidation, reorganization or other relief with respect to the Issuer or the Issuer’s debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official of the Issuer or any substantial part of its property or if the Issuer shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against the Issuer, or making a general assignment for the benefit of any creditor of the Issuer under any bankruptcy, reorganization,

4

liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction, the Indenture Trustee shall continue to retain such Security Interest for such further period as the Indenture Trustee may reasonably determine on advice of counsel and such Security Interest shall be deemed to have continued to have been held as security for the payment and discharge to the Indenture Trustee of all Secured Obligations.

     No Transfer of Duties. The Security Interests granted hereby are granted as security only and shall not (i) transfer or in any way affect or modify, or relieve the Issuer from, any obligation to perform or satisfy any term, covenant, condition or agreement to be performed or satisfied by the Issuer under or in connection with this Indenture or any Issuer Document or any Collateral or (ii) impose any obligation on any of the Secured Parties or the Indenture Trustee to perform or observe any such term, covenant, condition or agreement or impose any liability on any of the Secured Parties or the Indenture Trustee for any act or omission on the part of the Issuer relative thereto or for any breach of any representation or warranty on the part of the Issuer contained therein or made in connection therewith unless otherwise expressly provided therein.

     Collateral.

     (a) Generally. On the Closing Date, all Instruments, Chattel Paper, Securities or other documents, including, without limitation, any Chattel Paper Originals evidencing the initial Leases described on Schedule 3 hereto and SUBI Certificates, representing or evidencing Collateral shall be delivered to and held by or on behalf of the Indenture Trustee on behalf of the Secured Parties pursuant hereto all in form and substance reasonably satisfactory to the Indenture Trustee. Subject to subsections (c) and (d) under this heading, until the termination of the Security Interest granted hereby, if the Issuer shall acquire (by purchase, contribution, substitution, replacement or otherwise) any additional Collateral evidenced by Instruments or Chattel Paper at any time or from time to time after the date hereof, the Issuer shall promptly pledge and deposit the Collateral so evidenced as security for the Secured Obligations with the Indenture Trustee and deliver same to the custodial possession of the Indenture Trustee, and the Indenture Trustee shall accept under this Indenture such delivery.

     (b) Safekeeping. The Indenture Trustee agrees to maintain the Collateral received by it (including possession of the Chattel Paper Originals) and all records and documents relating thereto at such address or addresses as may from time to time be specified by the Indenture Trustee in writing to each Secured Party and the Issuer. The Indenture Trustee shall keep all Collateral and related documentation in its possession separate and apart from all other property that it is holding in its possession and from its own general assets and shall maintain accurate records pertaining to the Permitted Investments and Indenture Accounts included in the Collateral in such a manner as shall enable the Indenture Trustee, the Secured Parties and the Issuer to verify the accuracy of such record keeping. The Indenture Trustee’s books and records shall at all times show that to the extent that any Collateral is held by the Indenture Trustee such Collateral shall be held as agent of and custodian for the Secured Parties and is not the property of the Indenture Trustee. The Indenture Trustee will promptly report to each Secured Party and the Issuer any failure on its part to hold the Collateral as provided in this subsection and will promptly take appropriate action to remedy any such failure.

5

     (c) Limitations on Common Schedules and Riders. On and after the date hereof, the Issuer shall use commercially reasonable efforts to cause all Portfolio Railcars which are subject to a Lease (or become subject to a Lease pursuant to the exercise of any replacement, substitution or remarketing rights of the Issuer under the Operative Agreements) to be identified in separate executed Schedules or Riders to the related “master lease agreement” with the applicable Lessee such that only Portfolio Railcars are identified on the applicable Schedules or Riders and no railcars are identified thereon which are owned by any Person other than the Issuer (such other party, a “Non-Indenture Party”); provided, however, that to the extent the separateness of such Schedule or Rider cannot be maintained, (i) in no event shall the percentage of Portfolio Railcars in the aggregate (measured by Adjusted Value) contained on Schedules or Riders which also include railcars owned by a Non-Indenture Party exceed 20% of the Portfolio Railcars in the aggregate (measured by Adjusted Value) and (ii) in all cases in which Schedules or Riders contain Portfolio Railcars together with other railcars owned by a Non-Indenture Party, the applicable Lessee(s) shall have agreed, if requested by the Indenture Trustee acting at the Direction of the Requisite Majority (which request may only be made in connection with the exercise of remedies against such Portfolio Railcars), to re-execute one or more separate Schedules or Riders for such Portfolio Railcars and other applicable railcars such that the Schedules and Riders identifying the Portfolio Railcars do not identify any railcars other than such Portfolio Railcars.

     (d) Custody of Leases. Upon the written request of the Issuer, in the event that the separateness of Schedules or Riders cannot be maintained as aforesaid, the parties hereto agree to implement a custodial arrangement with respect to Leases related to Portfolio Railcars whereby Wilmington Trust Company, as custodian (or any other financial institution or trust company reasonably satisfactory to the parties hereto) will maintain custody of the original of such Leases (including all such non-separate Schedules and Riders) for the benefit of the Secured Parties and any Non-Indenture Party with an interest therein, as their interests may appear. Such custodial arrangement will be evidenced by a custodial agreement to contain terms and conditions reasonably satisfactory to the Issuer and the Indenture Trustee.

     (e) Notifications. The Indenture Trustee at the expense of the Issuer shall promptly forward to the Issuer and the Manager a copy of each notice, request, report, or other document relating to any Issuer Document included in the Collateral that is received by a Responsible Officer of the Indenture Trustee from any Person other than the Issuer or the Manager on and after the Closing Date.

     Releases. If at any time all or any part of the Collateral is to be sold, transferred, assigned or otherwise disposed of by the Issuer or the Indenture Trustee or any Person on its or their behalf (but in any such case only as required or permitted by the Operative Agreements), the Indenture Trustee upon receipt of written notice from the Issuer, which notice shall be delivered at least five (5) Business Days prior to such sale, transfer, assignment or disposal, on or prior to the date of such sale, transfer, assignment or disposal (but not to be effective until the date of such sale, transfer, assignment or disposal) (or, in the case of a Lessee’s exercise of a purchase option, on, immediately prior to or after the date of such purchase, as may be requested by the Issuer), at the expense of the Issuer, execute such instruments of release prepared by the Issuer, in recordable form, if necessary, in favor of the Issuer or any other Person as the Issuer may reasonably request, deliver the relevant part of the Collateral in its possession to the Issuer,

6

otherwise release the Security Interest evidenced by this Indenture on such Collateral and release and deliver such Collateral to the Issuer and issue confirmation, to the relevant purchaser, transferee, assignee, insurer, and such other Persons as the Issuer may direct, upon being requested to do so by the Issuer, that the relevant Collateral is no longer subject to the Security Interests. Any such release to the Issuer shall be deemed to release or reassign as appropriate in respect of the Collateral such grants and assignments arising hereunder.

     At the request of the Issuer, upon the payment in full of all Secured Obligations, including, without limitation, the payment in full in cash of all unpaid principal of and accrued interest on the Equipment Notes, the Indenture Trustee shall release the Security Interests in the Portfolio and the other Collateral hereunder. In connection therewith, the Indenture Trustee agrees, at the expense of the Issuer and without the necessity of any consent from any Secured Party, to execute such instruments of release, in recordable form if necessary, in favor of the Issuer as the Issuer may reasonably request in respect of the release of such Portfolio and other Collateral from the Security Interests, and to otherwise release the security interests evidenced by this Indenture in and with respect to such Collateral to the Issuer and to issue confirmation to such Persons as the Issuer may direct, upon being requested to do so by the Issuer, that such Collateral is no longer subject to the Security Interests.

     No release of any Collateral shall be effected by any Optional Redemption by the Issuer of the Equipment Notes in part and not in whole.

     Exercise of the Issuer’s Rights Concerning the Management Agreement. The Issuer hereby agrees that, whether or not an Event of Default has occurred and is continuing, so long as this Indenture has not been terminated and the Security Interests on the Collateral released, the Indenture Trustee (acting at the Direction of the Requisite Majority) shall have the exclusive right to exercise and enforce all of the rights of the Issuer set forth in Sections 8.2, 8.3, 8.5 (other than the right to propose the list of replacement managers pursuant to Section 8.5(b)) and 8.6 of the Management Agreement (including, without limitation, the rights to deliver all notices, declare a Manager Termination Event, terminate the Management Agreement, elect to replace the Manager and/or elect to appoint a Successor Manager and select any replacement Manager, and the right to increase the Management Fee and/or add an incentive fee payable to any such Successor Manager); provided that so long as no Event of Default has occurred and is continuing, the Issuer shall retain the non-exclusive right to approve the list of proposed replacement Managers (such approval not to be unreasonably withheld or delayed) and to deliver notices under Section 8.2 of the Management Agreement and declare a Manager Termination Event thereunder. In furtherance of the foregoing, the Issuer hereby irrevocably appoints the Indenture Trustee as its attorney-in-fact to exercise all rights described in this Granting Clause provision in its place and stead.

ARTICLE I

DEFINITIONS

     Section 1.01 Definitions. For purposes of this Indenture, the terms set forth on Annex A hereto shall have the meanings indicated on such Annex A.

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     Section 1.02 Rules of Construction. Unless the context otherwise requires:

          (a) A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with U.S. GAAP.

          (b) The terms “herein”, “hereof” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

          (c) Unless otherwise indicated in context, all references to Articles, Sections, Appendices, Exhibits or Annexes refer to an Article or Section of, or an Appendix, Exhibit or Annex to, this Indenture.

          (d) Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa.

          (e) The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”.

          (f) References in this Indenture to an agreement or other document (including this Indenture) mean the agreement or other document and all schedules, exhibits, annexes and other materials that are part of such agreement and include references to such agreement or document as amended, supplemented, restated or otherwise modified in accordance with its terms and the provisions of this Indenture, and the provisions of this Indenture apply to successive events and transactions.

          (g) References in this Indenture to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor.

          (h) References in this Indenture to the Equipment Notes include the terms and conditions applicable to the Equipment Notes; and any reference to any amount of money due or payable by reference to the Equipment Notes shall include any sum covenanted to be paid by the Issuer under this Indenture in respect of the Equipment Notes.

          (i) References in this Indenture to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to include, in respect of any jurisdiction other than the State of New York, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security available or appropriate in such jurisdiction as shall most nearly approximate such action, remedy or method of judicial proceeding described or referred to in this Indenture.

          (j) Where any payment is to be made, funds applied or any calculation is to be made hereunder on a day which is not a Business Day, unless any Operative Agreement otherwise provides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly.

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          (k) For purposes of determining the balance of amounts credited to and/or deposited in an Indenture Account, the “value” of Permitted Investments deposited in and/or credited to an Indenture Account shall be the lower of the acquisition cost thereof and the then fair market value thereof and the “value” of Dollars and cash equivalents of Dollars (other than cash equivalents of Dollars included in the definition of Permitted Investments) shall be the face value thereof.

     Section 1.03 Compliance Certificates and Opinions. Upon any application or request by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Indenture Trustee an Officer’s Certificate stating that, in the opinion of the signers thereof, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, and, if requested by the Indenture Trustee, an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or any indenture supplemental hereto shall include:

          (a) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions in this Indenture relating thereto;

          (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

          (c) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

          (d) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

     Section 1.04 Acts of Noteholders.

          (a) Any direction, consent, waiver or other action provided by this Indenture in respect of the Equipment Notes or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders or any Requisite Majority thereof may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders (or Noteholders evidencing a Requisite Majority, as applicable) in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee, to the Rating Agency where it is hereby expressly required pursuant to this Indenture and to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders or Requisite Majority thereof signing such instrument or instruments. Proof of execution of any such instrument or of a

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writing appointing any such agent shall be sufficient for any purpose under this Indenture and conclusive in favor of the Indenture Trustee or the Issuer, if made in the manner provided in this Section.

          (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation, association, trust or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner that the Indenture Trustee deems sufficient.

          (c) In determining whether Noteholders or any Requisite Majority thereof shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as a “Direction”) under this Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes legally or beneficially owned by any Issuer Group Member shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Indenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid.

          (d) The Issuer may at its option, by delivery of an Officer’s Certificate to the Indenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Equipment Notes entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s Certificate which shall be a date not more than 30 days prior to the first solicitation of Noteholders in connection therewith. If such a record date is fixed, such Direction may be given before or after such record date, but only the Noteholders of record of the Equipment Notes at the close of business on such record date shall be deemed to be Noteholders for the purposes of determining whether Noteholders of the requisite proportion of Outstanding Equipment Notes have authorized or agreed or consented to such Direction, and for that purpose the Outstanding Equipment Notes shall be computed as of such record date; provided that no such Direction by the Noteholders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than one year after the record date.

          (e) Any Direction or other action by a Noteholder or a Requisite Majority thereof shall bind the Holder of every Equipment Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such action is made upon such Equipment Note.

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ARTICLE II

THE EQUIPMENT NOTES

     Section 2.01 Authorization, Issuance and Authentication of the Equipment Notes; Amount of Outstanding Principal Balance; Terms; Form; Execution and Delivery.

          (a) There is hereby created a series of Equipment Notes designated as set forth in the definition of the term Equipment Notes herein. The aggregate principal balance of the Equipment Notes as of their date of issuance on the Closing Date is $369,214,928. Each Equipment Note will rank pari passu with each other Equipment Note. Interest on the outstanding principal balance of the Equipment Notes will accrue during each Interest Accrual Period and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Interest will be due and payable on the Equipment Notes on each Payment Date for the related Interest Accrual Period. Interest will accrue on the Notes at the Stated Rate. The outstanding principal balance of, and accrued and unpaid interest on, the Equipment Notes will be due and payable on the Final Maturity Date.

          (b) The Equipment Notes to be issued on the Closing Date shall be executed by the Issuer and delivered to the Indenture Trustee for authentication and the Indenture Trustee shall authenticate and deliver the Equipment Notes upon the Issuer’s request and direction set forth in an Officer’s Certificate of the Issuer signed by one of its authorized signatories, without further action on the part of the Issuer. Any such authentication may be made on separate counterparts and by facsimile.

          (c) There shall be issued, delivered and authenticated on the Closing Date to each of the Noteholders identified on such Equipment Notes, Equipment Notes in the principal amounts and maturities and bearing interest at the Stated Rate, in each case in registered form and substantially in the form set forth on Exhibit A, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed, typewritten or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Equipment Notes may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Indenture Trustee executing such Equipment Notes, such determination by said Indenture Trustee to be evidenced by its authentication of such Equipment Notes. Definitive Notes shall be printed, lithographed, typewritten or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any securities exchange on which the Equipment Notes may be listed, all as determined by the Indenture Trustee authenticating such Equipment Notes, as evidenced by such authentication.

          (i) Equipment Notes sold in reliance on Rule 144A shall be represented by a single permanent 144A Book-Entry Note which will be deposited with DTC or its custodian, the Indenture Trustee or an agent of the Indenture Trustee and registered in the name of Cede as nominee of DTC.

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          (ii) Equipment Notes offered and sold outside of the United States in reliance on Regulation S shall be represented by a Regulation S Temporary Book-Entry Note, which will be deposited with the Indenture Trustee or an agent of the Indenture Trustee as custodian for and registered in the name of Cede, as nominee of DTC. Beneficial interests in each Regulation S Temporary Book-Entry Note may be held only through Euroclear or Clearstream; provided, however, that such interests may be exchanged for interests in a 144A Book-Entry Note or a Definitive Note in accordance with the certification requirements described in Section 2.07 hereof.

          (iii) A beneficial owner of an interest in a Regulation S Temporary Book-Entry Note may receive payments in respect of such Regulation S Temporary Book-Entry Notes only after delivery to Euroclear or Clearstream, as the case may be, of a written certification substantially in the form set forth in Exhibit B-1 to this Indenture, and upon delivery by Euroclear or Clearstream, as the case may be, to the Indenture Trustee and Note Registrar of a certification or certifications substantially in the form set forth in Exhibit B-2 to this Indenture. The delivery by a beneficial owner of the certification referred to above shall constitute its irrevocable instruction to Euroclear or Clearstream, as the case may be, to arrange for the exchange of the beneficial owner’s interest in the Regulation S Temporary Book-Entry Note for a beneficial interest in the Unrestricted Book-Entry Note after the Exchange Date in accordance with the paragraph below.

          (iv) Not earlier than the Exchange Date, interests in each Regulation S Temporary Book-Entry Note will be exchangeable for interests in the related permanent global note (an “Unrestricted Book-Entry Note”). Each Unrestricted Book-Entry Note will be deposited with the Indenture Trustee and registered in the name of Cede as nominee of DTC. After (1) the Exchange Date and (2) receipt by the Indenture Trustee and Note Registrar of written instructions from Euroclear or Clearstream, as the case may be, directing the Indenture Trustee and Note Registrar to credit or cause to be credited to either Euroclear’s or Clearstream’s, as the case may be, depositary account a beneficial interest in the Unrestricted Book-Entry Note in a principal amount not greater than that of the beneficial interest in the Regulation S Temporary Book-Entry Note, the Indenture Trustee and Note Registrar shall instruct DTC to reduce the principal amount of the Regulation S Temporary Book-Entry Note and increase the principal amount of the Unrestricted Book-Entry Note, in each case by the principal amount of the beneficial interest in the Regulation S Temporary Book-Entry Note to be so transferred, and to credit or cause to be credited to the account of a Direct Participant a beneficial interest in the Unrestricted Book-Entry Note having a principal amount equal to the reduction in the principal amount of such Regulation S Temporary Book-Entry Note.

          (v) Upon the exchange of the entire principal amount of the Regulation S Temporary Book-Entry Note for beneficial interests in the Unrestricted Book-Entry Note, the Indenture Trustee shall cancel the Regulation S Temporary Book-Entry Note in accordance with the Indenture Trustee’s policies in effect from time to time.

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          (vi) No interest in the Regulation S Book-Entry Notes may be held by or transferred to a United States Person except for exchanges for a beneficial interest in a 144A Book-Entry Note or a Definitive Note as described below.

          (d) The Equipment Notes shall be executed on behalf of the Issuer by the manual or facsimile signature of an Authorized Representative of the Issuer.

          (e) Each Equipment Note bearing the manual or facsimile signatures of any individual who was at the time such Equipment Note was executed an Authorized Representative of the Issuer shall bind the Issuer, notwithstanding that any such individual has ceased to hold such office prior to the authentication and delivery of such Equipment Notes or any payment thereon.

          (f) No Equipment Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless it shall have been executed on behalf of the Issuer as provided in clause (b) and (e) above and authenticated by or on behalf of the Indenture Trustee as provided in clause (b) above. Such signatures shall be conclusive evidence that such Equipment Note has been duly executed and authenticated under this Indenture. Each Equipment Note shall be dated the date of its authentication.

     Section 2.02 Restrictive Legends. Except as specified in Section 2.11(g) hereof, each 144A Book-Entry Note, each Regulation S Temporary Book-Entry Note, each Unrestricted Book-Entry Note and each Definitive Note (and all Equipment Notes issued in exchange therefor or upon registration of transfer or substitution thereof) shall bear the following legend on the face thereof:

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES OR “BLUE SKY” LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF TRINITY RAIL LEASING 2010 LLC (THE “ISSUER”) THAT THIS NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (1) TO THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) OUTSIDE THE UNITED STATES TO A PERSON WHO IS NOT A U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OF THE SECURITIES ACT OR (4) IN A TRANSACTION COMPLYING WITH OR EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (SUBJECT IN THE CASE OF THIS CLAUSE (4) TO RECEIPT OF AN OPINION OF COUNSEL AND SUCH CERTIFICATES AND OTHER DOCUMENTS AS THE TRUSTEE MAY REQUIRE UNDER THE INDENTURE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER WILL, AND EACH

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SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

     BY ITS PURCHASE OF ANY NOTE, THE PURCHASER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED EITHER THAT (A) IT IS NOT AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) WHETHER OR NOT SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, A PLAN AS COVERED BY SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR OTHER PLAN’S INVESTMENT IN SUCH ENTITY, OR (B) ITS PURCHASE AND HOLDING OF SUCH NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL, NON-U.S. OR CHURCH PLAN, ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE, LOCAL OR OTHER LAW).

     Each Book-Entry Note shall also bear the following legend on the face thereof:

     THIS NOTE IS A GLOBAL BOOK-ENTRY NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

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     Section 2.03 Note Registrar and Paying Agent.

          (a) With respect to the Equipment Notes, there shall at all times be maintained an office or agency in the location set forth in Section 13.04 hereof where Equipment Notes may be presented or surrendered for registration of transfer or for exchange (each, a “Note Registrar”), and for payment thereof (each, a “Paying Agent”) and where notices to or demands upon the Issuer in respect of such Equipment Notes may be served. For so long as the Equipment Notes are listed on any stock exchange, the Issuer shall appoint and maintain a Paying Agent and a Note Registrar in the jurisdiction in which such stock exchange is located. The Issuer shall cause each Note Registrar to keep a register of the Equipment Notes for which it is acting as Note Registrar and of their transfer and exchange (the “Register”). Written notice of the location of each such other office or agency and of any change of location thereof shall be given by the Indenture Trustee to the Issuer and the Holders of the Equipment Notes. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Indenture Trustee. Notwithstanding anything to the contrary in this Indenture, the entries in the Register shall be conclusive, in the absence of manifest error, and the Issuer, the Indenture Trustee, and the Noteholders shall treat each Person in whose name an Equipment Note is registered as the beneficial owner thereof for all purposes of this Indenture. No transfer of an Equipment Note shall be effective unless such transfer has been recorded in the Register as provided in this Section.

          (b) Each Authorized Agent in the location set forth in Section 13.04 shall be a bank or trust company, shall be a corporation organized and doing business under the laws of the United States or any state or territory thereof or of the District of Columbia, with a combined capital and surplus of at least $75,000,000 (or having a combined capital and surplus in excess of $5,000,000 and the obligations of which, whether now in existence or hereafter incurred, are fully and unconditionally guaranteed by a corporation organized and doing business under the laws of the United States, any state or territory thereof or of the District of Columbia and having a combined capital and surplus of at least $75,000,000) and shall be authorized under the laws of the United States or any state or territory thereof to exercise corporate trust powers, subject to supervision by Federal or state authorities (such requirements, the “Eligibility Requirements”). The Indenture Trustee shall initially be a Paying Agent and Note Registrar hereunder with respect to the Equipment Notes. Each Note Registrar other than the Indenture Trustee shall furnish to the Indenture Trustee, at stated intervals of not more than six months, and at such other times as the Indenture Trustee may request in writing, a copy of the Register maintained by such Note Registrar.

          (c) Any corporation into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation succeeding to the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation.

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          (d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Indenture Trustee and the Issuer. The Issuer may, and at the request of the Indenture Trustee shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Indenture Trustee. Upon the resignation or termination of an Authorized Agent or if at any time any such Authorized Agent shall cease to be eligible under this Section (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Indenture Trustee), the Issuer shall promptly appoint one or more qualified successor Authorized Agents to perform the functions of the Authorized Agent that has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section. The Issuer shall give written notice of any such appointment made by it to the Indenture Trustee; and in each case the Indenture Trustee shall mail notice of such appointment to all Holders of the Equipment Notes as their names and addresses appear on the Register for the Equipment Notes.

          (e) The Issuer agrees to pay, or cause to be paid, from time to time reasonable compensation to each Authorized Agent for its services and to reimburse it for its reasonable expenses to be agreed to pursuant to separate agreements with each such Authorized Agent.

     Section 2.04 Paying Agent to Hold Money in Trust. The Indenture Trustee shall require each Paying Agent other than the Indenture Trustee to agree in writing that all moneys deposited with any Paying Agent for the purpose of any payment on the Equipment Notes shall be deposited and held in trust for the benefit of the Holders entitled to such payment, subject to the provisions of this Section. Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Holders with respect to which such money was deposited.

     The Indenture Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent; and, upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such moneys.

     Section 2.05 Method of Payment.

          (a) On each Payment Date, the Indenture Trustee shall, or shall instruct a Paying Agent to, pay to the Noteholders of the Equipment Notes all interest, principal and premium, if any, on the Equipment Notes required to be paid on such Payment Date, in each case to the extent of the Available Collections Amount and pursuant to the Flow of Funds; provided, that in the event and to the extent receipt of any payment is not confirmed by the Indenture Trustee or such Paying Agent by noon (New York City time) on such Payment Date or any Business Day thereafter, distribution thereof shall be made on the Business Day following the Business Day such payment is received; and provided further, that payment on a Regulation S Temporary Book-Entry Note shall be made to the Holder thereof only in conformity with Section 2.05(c) hereof. Each such payment on any Payment Date other than the final payment with respect to the Equipment Notes shall be made by the Indenture Trustee or Paying Agent to the Noteholders as of the Record Date for such Payment Date. The final payment with respect to any Equipment Note, however, shall be made only upon presentation and surrender of such Equipment Note by the Noteholder or its agent at the Corporate Trust Office or agency of the

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Indenture Trustee or Paying Agent specified in the notice given by the Indenture Trustee or Paying Agent with respect to such final payment.

          (b) At such time, if any, as the Equipment Notes are issued in the form of Definitive Notes, payments on a Payment Date shall be made by check mailed to each Noteholder of a Definitive Note on the applicable Record Date at its address appearing on the Register maintained with respect to the Equipment Notes. Alternatively, upon application in writing to the Indenture Trustee, not later than the applicable Record Date, by a Noteholder of one or more Definitive Notes having an aggregate original principal amount of not less than $1,000,000, any such payments shall be made by wire transfer to an account designated by such Noteholder at a financial institution in New York, New York; provided that the final payment for the Equipment Notes shall be made only upon presentation and surrender of the Definitive Notes by the Noteholder or its agent at the Corporate Trust Office or agency of the Indenture Trustee or Paying Agent specified in the notice of such final payment given by the Indenture Trustee or Paying Agent. The Indenture Trustee or Paying Agent shall mail such notice of the final payment of the Equipment Notes to each of the Noteholders, specifying the date and amount of such final payment.

          (c) The beneficial owner of a Regulation S Temporary Book-Entry Note may arrange to receive interest, principal and premium payments through Euroclear or Clearstream on such Regulation S Temporary Book-Entry Note only after delivery by such beneficial owner to Euroclear or Clearstream, as the case may be, of a written certification substantially in the form of Exhibit B-3 hereto, and upon delivery of Euroclear or Clearstream, as the case may be, to the Paying Agent of a certification or certifications substantially in the form of Exhibit B-4 hereto. No interest, principal or premium shall be paid to any beneficial owner and no interest, principal or premium shall be paid to Euroclear or Clearstream on such beneficial owner’s interest in a Regulation S Temporary Book-Entry Note unless Euroclear or Clearstream, as the case may be, has provided such a certification to the Paying Agent with respect to such interest, principal and/or premium.

     Section 2.06 Minimum Denomination. Each Equipment Note shall be issued in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof; provided that, notwithstanding anything to the contrary herein, one Equipment Note may be issued with such excess in integral multiples of $1.

     Section 2.07 Exchange Option. If the holder (other than the Purchaser) of a beneficial interest in an Unrestricted Book-Entry Note deposited with DTC wishes at any time to exchange its interest in the Unrestricted Book-Entry Note, or to transfer its interest in the Unrestricted Book-Entry Note to a Person who wishes to take delivery thereof in the form of an interest in the 144A Book-Entry Note, the holder may, subject to the rules and procedures of Euroclear or Clearstream and DTC, as the case may be, give directions for the Indenture Trustee and Note Registrar to exchange or cause the exchange or transfer or cause the transfer of the interest for an equivalent beneficial interest in the 144A Book-Entry Note. Upon receipt by the Indenture Trustee and Note Registrar of (a) instructions from Euroclear or Clearstream (based on instructions from depositaries for Euroclear and Clearstream) or from a DTC Participant, as applicable, or DTC, as the case may be, directing the Indenture Trustee and Note Registrar to credit or cause to be credited a beneficial interest in the 144A Book-Entry Note equal to the

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beneficial interest in the Unrestricted Book-Entry Note to be exchanged or transferred (such instructions to contain information regarding the DTC Participant account to be credited with the increase, and, with respect to an exchange or transfer of an interest in the Unrestricted Book-Entry Note, information regarding the DTC Participant account to be debited with the decrease), and (b) a certificate in the form of Exhibit B-8, given by the Noteholder (and the proposed transferee, if applicable), the Indenture Trustee and Note Registrar shall instruct DTC to reduce the Unrestricted Book-Entry Note by the aggregate principal amount of the beneficial interest in the Unrestricted Book-Entry Note to be exchanged or transferred, and the Indenture Trustee shall instruct DTC, concurrently with the reduction, to increase the principal amount of the 144A Book-Entry Note by the aggregate principal amount of the beneficial interest in the Unrestricted Book-Entry Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in the instructions a beneficial interest in the 144A Book-Entry Note equal to the reduction in the principal amount of the Unrestricted Book-Entry Note.

     If a holder (other than the Purchaser) of a beneficial interest in the 144A Book-Entry Note wishes at any time to exchange its interest in the 144A Book-Entry Note for an interest in a Regulation S Book-Entry Note, or to transfer its interest in the 144A Book-Entry Note to a Person who wishes to take delivery thereof in the form of an interest in the Regulation S Book-Entry Note, the holder may, subject to the rules and procedures of DTC, give directions for the Indenture Trustee and Note Registrar to exchange or cause the exchange or transfer or cause the transfer of the interest for an equivalent beneficial interest in the Regulation S Book-Entry Note. Upon receipt by the Indenture Trustee and Note Registrar of (a) instructions given in accordance with DTC’s procedures from a DTC Participant directing the Indenture Trustee and Note Registrar to credit or cause to be credited a beneficial interest in the Regulation S Book-Entry Note in an amount equal to the beneficial interest in the 144A Book-Entry Note to be exchanged or transferred, (b) a written order given in accordance with DTC’s procedures containing information regarding the account of the depositaries for Euroclear or Clearstream or another Clearing Agency Participant, as the case may be, to be credited with the increase and the name of the account and (c) certificates in the form of Exhibits B-5 and B-7 hereto, respectively, given by the Noteholder and the proposed transferee of the interest, the Indenture Trustee and Note Registrar shall instruct DTC to reduce the 144A Book-Entry Note by the aggregate principal amount of the beneficial interest in the 144A Book-Entry Note to be so exchanged or transferred and the Indenture Trustee and Note Registrar shall instruct DTC, concurrently with the reduction, to increase the principal amount of the Regulation S Book-Entry Note by the aggregate principal amount of the beneficial interest in the 144A Book-Entry Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in the instructions a beneficial interest in the Regulation S Book-Entry Note equal to the reduction in the principal amount of the 144A Book-Entry Note.

     Notwithstanding anything to the contrary herein, the Purchaser may exchange beneficial interests in the Regulation S Temporary Book-Entry Note held by it for interests in the 144A Book-Entry Note only after delivery by the Purchaser of instructions to DTC for the exchange, substantially in the form of Exhibit B-6 hereto. Upon receipt of the instructions provided in the preceding sentence, the Indenture Trustee and Note Registrar shall instruct DTC to reduce the principal amount of the Regulation S Temporary Book-Entry Note to be so transferred and shall instruct DTC to increase the principal amount of the 144A Book-Entry Note and credit or cause to be credited to the account of the placement agent a beneficial interest in the 144A Book-Entry

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Note having a principal amount equal to the amount by which the principal amount of the Regulation S Temporary Book-Entry Note was reduced upon the transfer pursuant to the instructions provided in the first sentence of this paragraph.

     If a Book-Entry Note is exchanged for a Definitive Note, such Equipment Notes may be exchanged or transferred for one another only in accordance with such procedures as are substantially consistent with the provisions of the three immediately preceding paragraphs (including the certification requirements intended to ensure that the exchanges or transfers comply with Rule 144 or Regulation S, as the case may be) and as may be from time to time adopted by the Indenture Trustee.

     Section 2.08 Mutilated, Destroyed, Lost or Stolen Equipment Notes. If any Equipment Note shall become mutilated, destroyed, lost or stolen, the Issuer shall issue, upon the written request of the Holder thereof and presentation of the Equipment Note or satisfactory evidence of destruction, loss or theft thereof to the Indenture Trustee or Note Registrar, and the Indenture Trustee shall authenticate and the Indenture Trustee or Note Registrar shall deliver in exchange therefor or in replacement thereof, a new Equipment Note, payable to such Holder in the same principal amount, of the same maturity, with the same payment schedule, bearing the same interest rate and dated the date of its authentication. If the Equipment Note being replaced has become mutilated, such Equipment Note shall be surrendered to the Indenture Trustee or a Note Registrar and forwarded to the Issuer by the Indenture Trustee or such Note Registrar. If the Equipment Note being replaced has been destroyed, lost or stolen, the Holder thereof shall furnish to the Issuer, the Indenture Trustee or a Note Registrar (i) such security or indemnity as may be required by them to save the Issuer, the Indenture Trustee and such Note Registrar harmless and (ii) evidence satisfactory to the Issuer, the Indenture Trustee and such Note Registrar of the destruction, loss or theft of such Equipment Note and of the ownership thereof. The Noteholder will be required to pay any tax or other governmental charge imposed in connection with such exchange or replacement and any other expenses (including the fees and expenses of the Indenture Trustee and any Note Registrar) connected therewith.

     Section 2.09 Payments of Transfer Taxes. Upon the transfer of any Equipment Note or Equipment Notes pursuant to Section 2.07 hereof, the Issuer or the Indenture Trustee may require from the party requesting such new Equipment Note or Equipment Notes payment of a sum to reimburse the Issuer or the Indenture Trustee for, or to provide funds for the payment of, any transfer tax or similar governmental charge payable in connection therewith.

     Section 2.10 Book-Entry Registration.

          (a) Upon the issuance of any Book-Entry Notes, DTC or its custodian will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual beneficial interests represented by such Book-Entry Notes to the accounts of a Direct Participant. Ownership of beneficial interests in a Book-Entry Note will be limited to DTC Participants or Persons who hold interests through DTC Participants. Ownership of beneficial interests in the Book-Entry Notes will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC (with respect to interests of DTC Participants) and the records of DTC Participants (with respect to interests of Persons other than DTC Participants).

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          (b) So long as DTC, or its nominee, is the registered owner or holder of a Book-Entry Note, DTC or such nominee, as the case may be, will be considered the sole owner or Noteholder represented by such Book-Entry Note for all purposes under this Indenture, and the Book-Entry Notes. Unless (a) DTC notifies the Issuer that it is unwilling or unable to continue as depository for a Book-Entry Note, (b) the Issuer elects to terminate the book-entry system for the Book-Entry Notes, or (c) an Event of Default has occurred and the Indenture Trustee acting at the Direction of a Requisite Majority certifies that continuation of a book-entry system through DTC (or a successor) for the Equipment Notes is no longer in the best interests of the Noteholders, owners of beneficial interests in a Book-Entry Note will not be entitled to have any portion of such Book-Entry Note registered in their names, will not receive or be entitled to receive physical delivery of Equipment Notes in definitive form and will not be considered to be the owners or Noteholders under this Indenture or the Book-Entry Notes. In addition, no beneficial owner of an interest in a Book-Entry Note will be able to transfer that interest except in accordance with DTC’s applicable procedures (and in addition, if applicable, those of Clearstream and Euroclear).

          (c) Investors may hold their interest in a Regulation S Book-Entry Note through Clearstream or Euroclear, if they are participants in such systems, or indirectly through organizations that are participants in such systems. After the Exchange Date, investors also may hold such interests through organizations other than Clearstream and Euroclear that are DTC Participants. Clearstream and Euroclear will hold interests in a Regulation S Book-Entry Note on behalf of their participants through customers’ securities accounts in their respective names on the books of their respective depositaries, which in turn will hold such interests in a Regulation S Book-Entry Note in customers’ accounts in the depositaries’ names on the books of DTC. Citibank, N.A. will initially act as depositary for Clearstream and Morgan Guaranty Trust Company of New York, Brussels Office, will initially act as depositary for Euroclear. Investors may hold their interests in a 144A Book-Entry Note directly through DTC, if they are DTC Participants, or indirectly through organizations that are DTC Participants.

          (d) All payments of principal and interest will be made by the Paying Agent on behalf of the Issuer in immediately available funds or the equivalent, so long as DTC continues to make its Same-Day Funds Settlement System available to the Issuer.

     None of the Issuer, the Note Registrar, the Paying Agent or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the Persons in whose name the Definitive Notes are registered in the Register as Noteholders hereunder. Neither the Issuer nor the Indenture Trustee shall be liable if the Indenture Trustee or the Issuer is unable to locate a qualified successor Noteholder.

     Definitive Notes will be transferable and exchangeable for Definitive Notes at the office of the Indenture Trustee or the office of a Note Registrar upon compliance with the requirements set forth herein. In the case of a transfer of only part of a holding of Definitive Notes, a new Definitive Note shall be issued to the transferee in respect of the part transferred and a new Definitive Note in respect of the balance of the holding not transferred shall be issued to the transferor and may be obtained at the office of the applicable Note Registrar.

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          (e) Any beneficial interest in one of the Book-Entry Notes as to the Equipment Notes that is transferred to a Person who takes delivery in the form of an interest in another Book-Entry Note will, upon transfer, cease to be an interest in such Book-Entry Note and become an interest in such other Book-Entry Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Book-Entry Note for as long as it remains such an interest.

          (f) Any Definitive Note delivered in exchange for an interest in a 144A Book-Entry Note pursuant to Section 2.07 shall bear the Private Placement Legend applicable to a 144A Book-Entry Note set forth in Section 2.02 hereof.

          (g) Any Definitive Note delivered in exchange for an interest in an Unrestricted Book-Entry Note pursuant to Section 2.07 shall bear the Private Placement Legend applicable to a Unrestricted Book-Entry Note set forth in Section 2.02 hereof.

     Section 2.11 Special Transfer Provisions.

          (a) Transfers to Non-QIB Institutional Accredited Investors. The following provisions shall apply with respect to the registration of any proposed transfer of an Equipment Note (other than a Regulation S Temporary Book-Entry Note) or any interest therein to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

          (i) The Note Registrar shall register the transfer of any Equipment Note, whether or not such Equipment Note bears the Private Placement Legend, if the proposed transferee has delivered to the Note Registrar (A) a certificate substantially in the form of Exhibit C hereto and (B) an Opinion of Counsel acceptable to the Issuer that such transfer is in compliance with the Securities Act.

          (ii) If the proposed transferor is a Direct Participant holding a beneficial interest in the 144A Book-Entry Note, upon receipt by the Note Registrar of (x) the documents, if any, required by paragraph (i) and (y) instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and a decrease in the principal amount of the 144A Book-Entry Note in an amount equal to the principal amount of the beneficial interest in the 144A Book-Entry Note to be transferred, and the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount.

          (b) Transfers to QIBs. The following provisions shall apply with respect to the registration of any proposed transfer of an interest in a 144A Book-Entry Note or a Definitive Note issued in exchange for an interest in such 144A Book-Entry Note in accordance with this Section 2.11(b) to a QIB (excluding Non-U.S. Persons):

          (i) If the Equipment Note to be transferred consists of (x) Definitive Notes, the Note Registrar shall register the transfer if such transfer is being made by a proposed transferor who delivers a certificate in the form of Exhibit B-8 hereto to the Issuer and the Note Registrar, or has otherwise advised the Issuer and the Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to

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a transferee who has advised the Issuer and the Note Registrar in writing, that it is purchasing the Equipment Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, are aware that the sale to it is being made in reliance on Rule 144A and acknowledge that they have received such information regarding the Issuer as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A or (y) an interest in a 144A Book-Entry Note, the transfer of such interest may be effected only through the book-entry system maintained by the DTC.

          (ii) If the proposed transferee is a Direct Participant, and the Equipment Note to be transferred is a Definitive Note, upon receipt by the Note Registrar of the documents referred to in clause (i) and instructions given in accordance with the DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount at maturity of the 144A Book-Entry Note in an amount equal to the principal amount at maturity of the Definitive Note to be transferred, and the Indenture Trustee shall cancel the Definitive Note so transferred.

          (c) Transfers of Interests in a Regulation S Temporary Book-Entry Note. The following provisions shall apply with respect to registration of any proposed transfer of interests in a Regulation S Temporary Book-Entry Note:

          (i) The Note Registrar shall register the transfer of any interest in a Regulation S Temporary Book-Entry Note (x) if the proposed transferee is a Non-U.S. Person and the proposed transferor has delivered to the Note Registrar a certificate substantially in the form of Exhibit B-7 hereto or (y) if the proposed transferee is a QIB and the proposed transferor has checked the box provided for on the form of such Equipment Note stating, or has otherwise advised the Issuer and the Note Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has advised the Issuer and the Note Registrar in writing, that it is purchasing such Equipment Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account are QIBs within the meaning of Rule 144A, are aware that the sale to them is being made in reliance on Rule 144A and acknowledge that they have received such information regarding the Issuer as they have requested pursuant to Rule 144A or have determined not to request such information and that they are aware that the transferor is relying upon their foregoing representations in order to claim the exemption from registration provided by Rule 144A.

          (ii) If the proposed transferee is a Direct Participant that provides the documents referred to in clause (i)(y) above, upon receipt by the Note Registrar of such documents and instructions given in accordance with DTC’s and the Note Registrar’s procedures, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of the 144A Book-Entry Note, in an amount equal to the principal amount of the Regulation S Temporary Book-Entry Note to be transferred, and

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the Indenture Trustee shall decrease the amount of the Regulation S Temporary Book-Entry Note.

          (d) Transfers of Interests in an Unrestricted Book-Entry Note. The Note Registrar shall register any transfer of interests in an Unrestricted Book-Entry Note, or a Definitive Note issued in exchange for an interest in a Regulation S Temporary Book-Entry Note or Unrestricted Book-Entry Note in accordance with Section 2.11(b) hereof, to U.S. Persons in accordance with Section 2.07, or to Non-U.S. Persons in accordance with the applicable procedures of Euroclear or Clearstream and their respective participants.

          (e) Transfers to Non-U.S. Persons at any Time. With respect to any transfer of an Equipment Note to a Non-U.S. Person prior to the applicable Exchange Date, the Note Registrar shall register any proposed transfer of a Regulation S Temporary Book-Entry Note to a Non-U.S. Person upon receipt of a certificate substantially in the form of Exhibit B-7 hereto from the proposed transferor.

          (f) ERISA Transfer Restrictions. Each purchaser and subsequent transferee of any Equipment Note will be deemed to have represented and warranted either that (i) it is not an employee benefit plan (as defined in Section 3(3) of ERISA), whether or not subject to the provisions of Title I of ERISA, a plan as covered by Section 4975 of the Code, or an entity whose underlying assets include “plan assets” by reason of an employee benefit plan’s or other plan’s investment in such entity, or (ii) its purchase and holding of the Equipment Note will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, non-U.S. or church plan, any substantially similar federal, state, local or other law).

          (g) [Reserved].

          (h) General. By its acceptance of any Equipment Note bearing the Private Placement Legend, each Holder of such Equipment Note acknowledges the restrictions on transfer of such Equipment Note set forth in this Indenture and in the Private Placement Legend and agrees that it will transfer such Equipment Note only as provided in this Indenture. The Note Registrar shall not register a transfer of any Equipment Note unless such transfer complies with the restrictions on transfer of such Equipment Note set forth in this Indenture. In connection with any transfer of Equipment Notes, each Holder agrees by its acceptance of its Equipment Notes to furnish the Indenture Trustee the certifications and legal opinions described herein to confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements of the Securities Act; provided that the Indenture Trustee shall not be required to determine (but may rely on a determination made by the Issuer with respect to) the sufficiency of any such legal opinions.

          (i) Issuer Group Member Limitations. Notwithstanding any other provision herein, no Equipment Note shall be transferred to any Issuer Group Member unless (i) the transferor thereof transfers such Equipment Notes to an Issuer Group Member in an arm’s length transaction, (ii) the transferor thereof is not an Issuer Group Member, (iii) such transfer is made solely for the purpose of retiring such Equipment Notes and (iv) the Issuer delivers to the Indenture Trustee, prior to the effectiveness of such transfer, an Officer’s Certificate of the Issuer

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pursuant to which the Issuer covenants and agrees that it will or will cause such transferred Equipment Notes to be retired within 30 days of such transfer. Notwithstanding any other provisions of this Indenture to the contrary, no Issuer Group Member shall be entitled to receive any interest on any Equipment Notes held by it.

     Section 2.12 Temporary Definitive Notes. Pending the preparation of Definitive Notes, the Issuer may execute and the Indenture Trustee may authenticate and deliver temporary Definitive Notes which are printed, lithographed, typewritten or otherwise produced, in any denomination, containing substantially the same terms and provisions as are set forth in the applicable exhibit hereto, except for such appropriate insertions, omissions, substitutions and other variations relating to their temporary nature as the Authorized Representative of the Issuer executing such temporary Definitive Notes may determine, as evidenced by his execution of such temporary Definitive Notes.

     If temporary Definitive Notes are issued, the Issuer will cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Definitive Notes shall be exchangeable for Definitive Notes upon surrender of such temporary Definitive Notes at the Corporate Trust Office of the Indenture Trustee, without charge to the Holder thereof. Upon surrender for cancellation of any one or more temporary Definitive Notes, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor Definitive Notes, in authorized denominations and in the same aggregate principal amounts. Until so exchanged, such temporary Definitive Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes.

     Section 2.13 Statements to Noteholders.

          (a) With respect to each Collection Period, the Issuer shall, not later than the last Business Day before the Payment Date immediately following the last day of such Collection Period, cause the Administrator to deliver to the Indenture Trustee, and the Indenture Trustee shall (or shall instruct any Paying Agent to) promptly thereafter (but not later than such Payment Date) distribute to the Rating Agency, and to each Holder of record with respect to such Payment Date, a report, substantially in the form attached as Exhibit D-1 hereto prepared by the Administrator or Manager and setting forth the information described therein (each, a “Monthly Report”). The Issuer shall cause the Administrator or Manager to deliver to the Indenture Trustee with the Monthly Report for each June, and the Indenture Trustee shall (or shall instruct any Paying Agent to) distribute with the Monthly Report for each June to the Persons described in the first sentence in this Section 2.13(a), a report, substantially in the form attached as Exhibit D-2 hereto prepared by the Administrator or Manager and setting forth the information described therein (each, an “Annual Report”). The Indenture Trustee shall deliver, promptly upon written request, a copy of each Monthly Report and Annual Report to any Holder or other Secured Party and, at the written request of any Holder, to any prospective purchaser of any Equipment Notes from such Holder. If the Equipment Notes are then listed on any stock exchange, the Indenture Trustee also shall provide a copy of each Monthly Report and each Annual Report to the applicable listing agent on behalf of such stock exchange.

          (b) After the end of each calendar year but not later than the latest date permitted by law, the Administrator or Manager shall deliver to the Indenture Trustee, and the

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Indenture Trustee shall (or shall instruct any Paying Agent to) furnish to each Person who at any time during such calendar year was a Noteholder of record of any Equipment Notes, a statement (for example, a Form 1099 or any other means required by law) prepared by the Administrator or Manager containing the sum of the amounts determined pursuant to Exhibit D-1 hereto with respect to the Equipment Notes for such calendar year or, in the event such Person was a Noteholder of record during only a portion of such calendar year, for the applicable portion of such calendar year, and such other items as are readily available to the Administrator or Manager and which a Noteholder shall reasonably request as necessary for the purpose of such Noteholder’s preparation of its U.S. federal income or other tax returns. So long as any of the Equipment Notes are registered in the name of DTC or its nominee, such report and such other items will be prepared on the basis of such information supplied to the Administrator by DTC and the Direct Participants, and will be delivered by the Indenture Trustee, when received from the Administrator or Manager, to DTC for transfer to the applicable beneficial owners in the manner described above. In the event that any such information has been provided by any Paying Agent directly to such Person through other tax-related reports or otherwise, the Indenture Trustee in its capacity as Paying Agent shall not be obligated to comply with such request for information.

          (c) At such time, if any, as the Equipment Notes are issued in the form of Definitive Notes, the Indenture Trustee shall prepare and deliver the information described in Section 2.13(b) to each Holder of record of a Definitive Note for the period of its ownership of such Definitive Note as the same appears on the records of the Indenture Trustee.

          (d) Following each Payment Date and any other date specified herein for distribution of any payments with respect to the Equipment Notes and prior to an Optional Redemption, the Indenture Trustee shall cause notice thereof to be given (i) by publication in such English language newspaper or newspapers as the Indenture Trustee shall approve having a general circulation in Europe, (ii) by either of (a) the information contained in such notice appearing on the relevant page of the Reuters Screen or such other medium for the electronic display of data as may be approved by the Indenture Trustee and notified to Noteholders or (b) publication in the Financial Times and The Wall Street Journal (National Edition) or, if either newspaper shall cease to be published or timely publication therein shall not be practicable, in such English language newspaper or newspapers as the Indenture Trustee shall approve having a general circulation in Europe and the United States and (iii) until such time as any Definitive Notes are issued and, so long as the Equipment Notes are registered with DTC, Euroclear and/or Clearstream, delivery of the relevant notice to DTC, Euroclear and/or Clearstream for communication by them to Noteholders of the Equipment Notes. Notwithstanding the above, any notice to the Noteholders of the Equipment Notes specifying any principal payment or any payment of premium, if any, shall be validly given by delivery of the relevant notice to DTC, Euroclear and/or Clearstream for communication by them to such Noteholders, without the need for notice or publication described in clause (i) or clause (ii) of the preceding sentence. If the Equipment Notes are listed on a stock exchange, notice specifying and Optional Redemption of any Equipment Notes must be published in a daily newspaper of general circulation in the jurisdiction in which such stock exchange is located for so long as the Equipment Notes are listed on such stock exchange. Any such notice shall be deemed to have been given on the first day on which any of such conditions shall have been met.

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          (e) The Indenture Trustee shall be at liberty to sanction some other method of giving notice to the Noteholders if, in its opinion, such other method is reasonable, having regard to the number and identity of the Noteholders and/or to market practice then prevailing, is in the best interests of the Noteholders and will comply with the rules of any stock exchange on which the Equipment Notes are listed as confirmed by the listing agent for such stock exchange or such other stock exchange (if any) on which the Equipment Notes are then listed, and any such notice shall be deemed to have been given on such date as the Indenture Trustee may approve the same; provided that notice of such method is given to the Noteholders in such manner as the Indenture Trustee shall require.

     Section 2.14 CUSIP, CINS and ISIN Numbers. The Issuer in issuing the Equipment Notes may use “CUSIP”, “CINS”, “ISIN” or other identification numbers (if then generally in use), and if so, the Indenture Trustee shall use CUSIP numbers, CINS numbers, ISIN numbers or other identification numbers, as the case may be, in notices of redemption or exchange as a convenience to Holders; provided that any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Equipment Notes or as contained in any notice of redemption or exchange and that reliance may be placed only on the other identification numbers printed on the Equipment Notes; provided further, that failure to use “CUSIP”, “CINS”, “ISIN” or other identification numbers in any notice of redemption or exchange shall not affect the validity or sufficiency of such notice.

     Section 2.15 Debt Treatment of Equipment Notes. The parties hereto agree, and the holders of the Equipment Notes and interests therein, by their purchase thereof shall be deemed to have agreed, to treat the Equipment Notes as debt for U.S. federal income tax purposes.

     Section 2.16 Compliance with Withholding Requirements. Notwithstanding any other provision of this Indenture, the Issuer and Indenture Trustee shall comply with all United States federal income tax withholding requirements with respect to payments to Noteholders of interest, original issue discount, or other amounts that are required to be withheld under the Code. The consent of the Noteholders shall not be required for any such withholding.

ARTICLE III

INDENTURE ACCOUNTS; PRIORITY OF PAYMENTS

     Section 3.01 Establishment of Indenture Accounts; Investments.

          (a) Indenture Accounts. The Administrator, on behalf and at the direction of the Issuer, will establish with the Indenture Trustee on or before the Closing Date and maintain all of the following accounts: (i) a collections account (the “Collections Account”), (ii) a railcar replacement account (the “Mandatory Replacement Account”), (iii) an optional reinvestment account (the “Optional Reinvestment Account”), (iv) an expense account (the “Expense Account”), (v) a liquidity reserve account (the “Liquidity Reserve Account”), and (vi) for the purpose of facilitating the Indenture Trustee’s payments to the Noteholders from funds available therefor, the Equipment Note Account. From time to time thereafter, the Administrator, on behalf and at the direction of the Issuer, will establish with the Indenture Trustee such other

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Indenture Accounts as may be authorized or required by this Indenture and the other Operative Agreements.

          (b) All Indenture Accounts to be established on or prior to the Closing Date shall bear the account numbers set forth on Schedule 1 hereto. All amounts from time to time held in each Indenture Account shall be held (a) in the name of the Indenture Trustee, for the benefit of the Secured Parties, and (b) in the custody and under the “Control” (as such term is defined in the UCC) of the Indenture Trustee, for the purposes and on the terms set forth in this Indenture, and all such amounts shall constitute a part of the Collateral and shall not constitute payment of any Secured Obligation or any other obligation of the Issuer until applied as hereinafter provided.

          (c) Withdrawals and Transfers. The Indenture Trustee shall have sole dominion and control over the Indenture Accounts (including, inter alia, the sole power to direct withdrawals from or transfers among the Indenture Accounts), and the Issuer shall have no right to withdraw, or to cause the withdrawal of funds or other investments held in the Indenture Accounts or to direct the investment of such funds or the liquidation of any Permitted Investments, in each case other than as expressly provided herein.

          (d) Investments. For so long as any Equipment Notes remain Outstanding, the Indenture Trustee, at the written direction of the Administrator, shall invest and reinvest the funds on deposit in the Indenture Accounts (other than the Equipment Note Account, which shall not be invested) in Permitted Investments; provided, however, that if an Event of Default has occurred and is continuing, the Administrator shall have no right to direct such reinvestment and the Indenture Trustee shall invest such amount in Indenture Investments from the time of receipt thereof until such time as such amounts are required to be distributed pursuant to the terms of this Indenture. In the absence of written direction delivered to the Indenture Trustee from the Administrator, the Indenture Trustee shall invest any funds in Permitted Investments described in clause (f) of the definition thereof. The Indenture Trustee shall make such investments and reinvestments in accordance with the terms of the following provisions:

          (i) the Permitted Investments shall have maturities and other terms such that sufficient funds shall be available to make required payments pursuant to this Indenture on the Business Day immediately preceding the first Payment Date after which such investment is made, in the case of investments of funds on deposit in the Collections Account, the Expense Account and the Liquidity Reserve Account; and

          (ii) if any funds to be invested are not received in the Indenture Accounts by noon, New York City time, on any Business Day, such funds shall, if possible, be invested in overnight Permitted Investments.

          (e) Earnings. Earnings on investments of funds in the Indenture Accounts shall be deposited in the Collections Account when received and credited as Collections for the Collection Period when so received.

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          (f) WTC as Securities Intermediary; Control.

          (i) WTC shall act as the “securities intermediary” (within the meaning of the UCC) in respect of all securities and other property credited to the Indenture Accounts.

          (ii) WTC as securities intermediary agrees with the parties hereto that each Indenture Account shall be an account to which financial assets (within the meaning of the UCC) may be credited and undertakes to treat the Indenture Trustee as entitled to exercise rights that comprise such financial assets. WTC as securities intermediary agrees with the parties hereto that each item of property credited to each Indenture Account shall be treated as such a financial asset. WTC as securities intermediary acknowledges that the “securities intermediary’s jurisdiction” as defined in the UCC with respect to the Collateral, shall be the State of New York. WTC as securities intermediary represents and covenants that it is not and will not be (as long as it is acting as securities intermediary hereunder) a party to any agreement in respect of the Collateral that is inconsistent with the provisions of this Indenture. WTC as securities intermediary agrees that any item of property credited to any Indenture Account shall not be subject to any security interest, lien, or right of setoff in favor of the securities intermediary or anyone claiming through the securities intermediary (other than the Indenture Trustee).

          (iii) It is the intent of the Indenture Trustee and the Issuer that each Indenture Account shall be a securities account of the Indenture Trustee and not an account of the Issuer. Nonetheless, WTC as securities intermediary agrees that it will comply with entitlement orders originated by the Indenture Trustee without further consent by the Issuer. WTC as securities intermediary hereby further covenants that it will not agree with any person or entity (other than the Indenture Trustee) that it will comply with entitlement orders originated by such person or entity.

          (iv) Nothing herein shall imply or impose upon WTC as securities intermediary any duty or obligations other than those expressly set forth herein and those applicable to a securities intermediary under the UCC (and WTC as securities intermediary hereunder shall be entitled to all of the protections available to a securities intermediary under the UCC). Without limiting the foregoing, nothing herein shall imply or impose upon WTC as securities intermediary any duties of a fiduciary nature (but not in limitation of any such duties of the Indenture Trustee hereunder).

          (v) WTC as securities intermediary hereby represents and warrants and agrees with the Issuer and for the benefit of the Indenture Trustee as follows:

          (A) With respect to Permitted Investments and Indenture Investments that are book entry securities, such Permitted Investments and Indenture Investments have been credited to the Indenture Trustee’s securities account by accurate book entry.

          (B) The securities intermediary shall not accept entitlement orders from any other person except as authorized by the Indenture Trustee.

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          (C) To the extent determined by the actions of WTC as securities intermediary, the Indenture Trustee shall at all times have “control” (as defined in Section 8-106 of the UCC) over the securities account and the Permitted Investments and Indenture Investments that are book entry securities.

          (D) WTC as securities intermediary has received no notice of, and has no knowledge of any “adverse claim” (as such term is defined in the UCC) as to the Collateral.

          (E) WTC as securities intermediary waives any lien, claim or encumbrance in favor of the securities intermediary in the Collateral.

          (F) WTC as securities intermediary is a “securities intermediary” as such term is defined in Section 8-102(a)(14) of the UCC and in the ordinary course of its business maintains “securities accounts” for others, as such terms are used in Section 8-501 of the UCC and as securities intermediary will be acting in such capacity hereunder.

          (G) WTC as securities intermediary is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the UCC.

          (vi) Each of the Issuer and the Indenture Trustee hereby agrees and acknowledges that WTC as securities intermediary, for the benefit of the Indenture Trustee and the Secured Parties, shall have “control” over each Indenture Account under and for purposes of Section 9-104(a)(1) of the UCC.

          (g) Investment Disclosure. The Issuer and the Noteholders, by their acceptance of the Equipment Notes or their interests therein, acknowledge that shares or investments in Permitted Investments or Indenture Investments are not obligations of Wilmington Trust Company, or any parent or affiliate of Wilmington Trust Company, are not deposits and are not insured by the FDIC. The Indenture Trustee or its affiliate may be compensated by mutual funds or other investments comprising Permitted Investments or Indenture Investments for services rendered in its capacity as investment advisor, or other service provider, and such compensation is both described in detail in the prospectuses for such funds or investments, and is in addition to the compensation, if any, paid to Wilmington Trust Company in its capacity as Indenture Trustee hereunder. The Issuer and Noteholders agree that the Indenture Trustee shall not be responsible for any losses or diminution in the value of the Indenture Accounts occurring as a result of the investment of funds in the Indenture Accounts in accordance with the terms hereof.

     Section 3.02 Collections Account.

          (a) Pursuant to and in accordance with the terms of the Account Administration Agreement, the Account Collateral Agent is to, upon receipt thereof, deposit in the Customer Payment Account the Collections received by it. Pursuant to and subject to the terms of the Account Administration Agreement, on each Business Day all amounts constituting Collections on deposit in the Customer Payment Account are to be transferred by the Account Collateral Agent to the Collections Account.

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          (b) The Indenture Trustee shall, upon receipt thereof, deposit in the Collections Account all Collections and all other payments received by it in connection with the Portfolio.

          (c) Additional funds may be deposited into the Collections Account from the Liquidity Reserve Account in accordance with Section 3.04, the Optional Reinvestment Account in accordance with Section 3.05 and the Mandatory Replacement Account in accordance with Section 3.09.

          (d) All or any portion of any Net Disposition Proceeds from an Involuntary Railcar Disposition received in the Collections Account may be transferred to the Optional Reinvestment Account, to the extent that the Issuer elects to reinvest all or a portion of such Net Disposition Proceeds in a Replacement Exchange in accordance with Section 3.09 hereof. All of the transfers of funds described in this Section 3.02 will be made prior to the distribution of the Available Collections Amount pursuant to Section 3.11.

          (e) On the Closing Date, at the direction of the Issuer, a portion of cash proceeds from the issuance of the Equipment Notes, together with the amount of any necessary capital contribution made by the Member to the Issuer, will be deposited in the Collections Account in order to assure sufficient funds are available for payments on the first Payment Date pursuant to Section 3.11(a).

     Section 3.03 Withdrawal upon an Event of Default. After the occurrence of and during the continuance of an Event of Default, at the Direction of the Requisite Majority, the Indenture Trustee shall withdraw any or all funds then on deposit in any of the Indenture Accounts (other than the Equipment Note Account) and transfer such funds to the Collections Account for application on the next upcoming Payment Date in accordance with the Flow of Funds.

     Section 3.04 Liquidity Reserve Account.

          (a) On the Closing Date, the Issuer shall deposit (or cause to be deposited) in the Liquidity Reserve Account, cash in an amount equal to the Liquidity Reserve Target Amount as of the Closing Date out of the Net Proceeds of the issuance of the Equipment Notes received on the Closing Date and/or from funds contributed by the Member to the Issuer as equity on or prior to such date.

          (b) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, if the Balance in the Liquidity Reserve Account is less than the Liquidity Reserve Target Amount as of such Payment Date, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, deposit funds into the Liquidity Reserve Account in order to restore the Balance therein to the Liquidity Reserve Target Amount as of such Payment Date, to the extent of the Available Collections Amount as provided in the Flow of Funds.

          (c) For each Payment Date on which there will be a Stated Interest Shortfall (as defined in Section 3.10(d)(i)) in respect of the Equipment Notes, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, withdraw from the Liquidity Reserve Account and deposit in the Collections Account, for

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allocation as part of Available Collections on the related Payment Date, an amount equal to the lesser of (i) the aggregate amount of such Stated Interest Shortfall for the Equipment Notes and (ii) the Balance in the Liquidity Reserve Account as of the related Determination Date as set forth in such Payment Date Schedule. The excess of the Stated Interest Shortfall over the Balance so allocated that remains available to pay Stated Interest after allocation of the Available Collections Amount to items senior to Stated Interest in the Flow of Funds shall be the “Net Stated Interest Shortfall” for the Equipment Notes and shall be added to the Stated Interest Amount for the next succeeding Payment Date.

          (d) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, before making any distributions pursuant thereto, the Indenture Trustee, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, shall deposit in the Collections Account the excess, if any, of (A) the Balance in the Liquidity Reserve Account (after giving effect to any withdrawals therefrom to be made on such Payment Date pursuant to Section 3.04(c)) over (B) the Liquidity Reserve Target Amount (determined after giving effect to any payments of principal on Equipment Notes to be made on such Payment Date).

          (e) On the Final Maturity Date, the Balance in the Liquidity Reserve Account (after giving effect to any withdrawals therefrom on such date pursuant to Section 3.04(c)) shall be deposited into the Collections Account for allocation pursuant to the Flow of Funds.

          (f) The Issuer may attempt to procure a reduction in the amount of the Liquidity Reserve Target Amount from time to time, subject to obtaining a Rating Agency Confirmation and receiving the prior written consent of the Indenture Trustee (to be given only at the Direction of the Requisite Majority), following which the Liquidity Reserve Target Amount shall be the amount as so reduced.

     Section 3.05 Optional Reinvestment Account.

          (a) The Issuer may elect, by notice to the Indenture Trustee in writing, not later than the last Business Day preceding the later of the date of any Involuntary Railcar Disposition or Purchase Option Disposition and the date on which the Net Disposition Proceeds therefrom are received, to deposit all or a portion of the Net Disposition Proceeds realized from such Involuntary Railcar Disposition or Purchase Option Disposition, whether or not initially deposited in the Collections Account, into the Optional Reinvestment Account. The Indenture Trustee shall deposit in the Collections Account all or any portion of the Net Disposition Proceeds realized from any Involuntary Railcar Disposition or Purchase Option Disposition as to which the direction described in the preceding sentence is not received by the end of the last Business Day preceding the later of the date of any such Involuntary Railcar Disposition or Purchase Option Disposition and the date on which such Net Disposition Proceeds are received.

          (b) The Issuer may elect to apply the Net Disposition Proceeds from an Involuntary Railcar Disposition or Purchase Option Disposition deposited in the Optional Reinvestment Account pursuant to Section 3.05(a) in a Permitted Railcar Acquisition any time during the related Replacement Period. On each Delivery Date during the Replacement Period on which the Issuer acquires an Additional Railcar from a Seller in a Permitted Railcar

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Acquisition, the Indenture Trustee, at the written direction of the Manager accompanied by a written statement of the Manager that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the Asset Transfer Agreement have been satisfied, and that the requirements of Section 5.03(b) or 5.03(c), as applicable, have been satisfied, will transfer funds in an amount equal to the Purchase Price for such Additional Railcar from the Optional Reinvestment Account to the applicable Seller.

          (c) The Indenture Trustee, without further direction from the Manager or the Administrator, shall transfer any amounts in the Optional Reinvestment Account at the end of the Replacement Period applicable to the Involuntary Railcar Disposition or Purchase Option Disposition to the Collections Account on the next Business Day after the end of such Replacement Period (or, if notified by the Manager in writing prior to such date that the Issuer no longer intends to effect a related Permitted Railcar Acquisition with such funds or only intends to apply a portion of such funds for such purpose, then the Indenture Trustee shall, as directed in such written notice, transfer the amount of such funds not intended to be so used to the Collections Account as promptly as practicable following receipt of such written notice). All amounts so transferred to the Collections Account may not be withdrawn therefrom pursuant to Section 3.09(a) or otherwise, except for distribution in accordance with the Flow of Funds.

     Section 3.06 Expense Account.

          (a) On the Closing Date, the Administrator shall direct the Indenture Trustee in writing to (i) pay to such Persons as shall be specified by the Administrator such Issuance Expenses as shall be due and payable in connection with the issuance and sale of the Equipment Notes on the Closing Date, and (ii) transfer to the Expense Account the Required Expense Deposit, in each case out of the Net Proceeds of the Equipment Notes issued on the Closing Date or the proceeds of a capital contribution by the Member to the Issuer or from any combination thereof.

          (b) On each Payment Date, the Administrator will, in accordance with the priority of payments set forth in the Flow of Funds, direct the Indenture Trustee, in writing, to pay or reimburse any Operating Expenses that have been actually incurred or that are due and payable on such Payment Date and to transfer to the Expense Account funds in an amount equal to the Required Expense Deposit.

          (c) On any Business Day between Payment Dates, the Administrator may direct the Indenture Trustee, in writing, to withdraw funds from the Expense Account in order to pay or reimburse any Operating Expenses that the Administrator certifies in such writing are Operating Expenses that have been actually incurred or that are then due and payable.

          (d) On the Final Maturity Date, after payment of all Operating Expenses due on such Final Maturity Date, the Indenture Trustee shall transfer the Balance in the Expense Account to the Collections Account for distribution in accordance with the Flow of Funds.

     Section 3.07 Equipment Note Account.

          (a) Upon the issuance of the Equipment Notes on the Closing Date, the Indenture Trustee shall establish the Equipment Note Account for the Equipment Notes.

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          (b) On each Payment Date, amounts will be deposited into the Equipment Note Account in accordance with Section 3.08 and Section 3.11 hereof.

          (c) All amounts transferred to the Equipment Note Account in accordance with Section 3.08 and Section 3.11 hereof shall be used by the Indenture Trustee for the payment of the Equipment Notes in accordance with their terms.

     Section 3.08 Redemption/Defeasance Account.

          (a) Upon the sending of a Redemption Notice in respect of the Equipment Notes, or an election by the Issuer to effect a legal defeasance or covenant defeasance of the Equipment Notes pursuant to Article XII hereof, the Indenture Trustee will establish a Redemption/Defeasance Account to retain the proceeds to be used in order to redeem or defease the Equipment Notes.

          (b) Amounts shall be deposited into any Redemption/Defeasance Account in accordance with Section 3.13 hereof.

          (c) On each Redemption Date, the Administrator, on behalf of the Indenture Trustee, shall transfer a portion of the proceeds of any Optional Redemption of the Equipment Notes equal to the Redemption Price of the Equipment Notes from the Redemption/Defeasance Account, established in respect of such Optional Redemption to the Equipment Note Account in accordance with Section 3.13 hereof and transfer the balance of such proceeds to the Expense Account.

          (d) On each Payment Date, in respect of Equipment Notes that are the subject of a legal defeasance or covenant defeasance, the Administrator, on behalf of the Indenture Trustee, shall transfer from the Redemption/Defeasance Account to the Holders of such Equipment Notes the payments of principal and interest due on such Equipment Notes in accordance with the terms of such defeasance.

     Section 3.09 Mandatory Replacement Account.

          (a) The Issuer will direct the Manager or Administrator to cause the deposit of all Net Disposition Proceeds realized from a Permitted Discretionary Sale, whether or not initially deposited into the Collections Account, into the Mandatory Replacement Account.

          (b) The Issuer shall use all commercially reasonable efforts to use the funds deposited in the Mandatory Replacement Account to purchase Additional Railcars from Sellers in Permitted Railcar Acquisitions during the applicable Replacement Periods with respect to the Net Disposition Proceeds constituting such funds. The Indenture Trustee, at the written direction of the Manager or Administrator accompanied by a written statement of the Manager or Administrator on behalf of the Issuer that all of the conditions for payment of the Purchase Price for such Additional Railcar specified in the Asset Transfer Agreement have been satisfied and that the applicable requirements of Section 5.03 have been satisfied, will transfer funds in an amount equal to the Purchase Price for such Additional Railcar to the applicable Seller.

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          (c) The Indenture Trustee, without further direction from the Manager or the Administrator, shall transfer any amounts in the Mandatory Replacement Account at the end of the Replacement Period applicable to the Permitted Discretionary Sale to the Collections Account on the next Business Day after the end of such Replacement Period. All amounts so transferred to the Collections Account may not be withdrawn therefrom pursuant to Section 3.09(a) or otherwise, except for distribution in accordance with the Flow of Funds. The Issuer shall owe a Redemption Premium to the Noteholders in respect of any resulting repayment of principal on the Equipment Notes if such resulting repayment occurs prior to the fifteenth anniversary of the Closing Date.

     Section 3.10 Calculations.

          (a) As soon as reasonably practicable after each Determination Date, but in no event later than 12:00 noon (New York City time) on the third Business Day prior to the immediately succeeding Payment Date, the Issuer shall cause the Administrator, based on information known to it or Relevant Information provided to it, to determine the amount of Collections received during the Collection Period ending immediately prior to such Determination Date (including the amount of any investment earnings on the Balances in the Collections Account, if any, as of such Determination Date) and shall calculate the following amounts:

          (i) (A) the Balances in each of the Indenture Accounts on such Determination Date, and (B) the amount of investment earnings (net of losses and investment expenses), if any, on investments of funds on deposit therein during such Collection Period;

          (ii) (A) the Required Expense Amount for such Payment Date and (B) the excess, if any, of the Required Expense Reserve for such Payment Date over the Balance in the Expense Account after payment of all Operating Expenses on such Payment Date (the “Required Expense Deposit”);

          (iii) the Available Collections Amount for such Payment Date, net of the amounts described in Section 4.02(c)(i) if an Event of Default has occurred and is continuing on such Payment Date;

          (iv) the Stated Interest Shortfall (if any), the amounts (if any) required to be transferred from the Liquidity Reserve Account to the Collections Account in respect thereof pursuant to Section 3.04, and the Net Stated Interest Shortfall (if any);

          (v) all other amounts required to be reported in the Monthly Report and not included on the Payment Date Schedule to be provided pursuant to Section 3.10(e); and

          (vi) any other information, determinations and calculations reasonably required in order to give effect to the terms of this Indenture and the Operative Agreements, including the preparation of the Monthly Report and Annual Report;

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provided that, if the Administrator has not received all of the Relevant Information for such Payment Date, the Administrator shall make reasonable assumptions for purposes of the calculations contemplated by this Section 3.10.

          (b) Calculation of Interest Amounts, etc. Not later than 12:00 noon (New York City time) on the third Business Day prior to each Payment Date, the Issuer shall cause the Administrator or the Manager to make the following calculations or determinations with respect to interest amounts due on such Payment Date:

          (i) the Stated Interest Amount for the Equipment Notes; and

          (ii) the Additional Interest Amount, if any.

          (c) Calculation of Principal Payments and Distributions to the Issuer. Not later than 12:00 noon (New York City time) on the third Business Day prior to each Payment Date, the Issuer shall cause the Administrator or the Manager to calculate or determine the following with respect to principal payments on the Equipment Notes due on such Payment Date and the amounts distributable to the Issuer on such Payment Date:

          (i) the Outstanding Principal Balance of the Equipment Notes on such Payment Date immediately prior to any principal payment on such date;

          (ii) the amounts of the principal payments, if any, to be made in respect of the Equipment Notes on such Payment Date, including, the Scheduled Principal Payment Amount for such Payment Date; and

          (iii) the amounts, if any, distributable to the Issuer on such Payment Date.

          (d) Calculation of Payment Date Shortfalls. Not later than 12:00 noon (New York City time) on the third Business Day prior to each Payment Date, the Issuer shall cause the Administrator or the Manager to perform the calculations necessary to determine the following:

          (i) the amount, if any, by which the Stated Interest Amount due in respect of the Equipment Notes on such Payment Date exceeds the Available Collections Amount for such Payment Date remaining after payment in full of all amounts senior thereto in the Flow of Funds but prior to giving effect to any transfer of funds to the Collection Account from the Liquidity Reserve Account pursuant to Section 3.04 (a “Stated Interest Shortfall” in respect of the Equipment Notes);

          (ii) the Net Stated Interest Shortfall in respect of the Equipment Notes;

          (iii) the amount, if any, of the Scheduled Principal Payment Amount payable on the Equipment Notes that will not be paid on such Payment Date out of the Available Collections Amount for such Payment Date; and

          (iv) if such Payment Date is the Final Maturity Date, the amount, if any, by which the Outstanding Principal Balance of the Equipment Notes exceeds the

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Available Collections Amount after payment in full of amounts senior thereto in the Flow of Funds (such remainder, a “Final Principal Payment Shortfall”).

          (e) Application of the Available Collections Amount. Not later than 1:00 p.m., New York City time, three Business Days prior to each Payment Date, the Issuer will cause the Administrator (after consultation with the Manager), to prepare and deliver to the Indenture Trustee the Payment Date Schedule setting forth the payments, transfers, deposits and distributions to be made in respect of the Liquidity Reserve Account pursuant to Section 3.04, and in respect of the Available Collections Amount (after giving effect to such Liquidity Reserve Account transfers, if any) pursuant to the Flow of Funds, and setting forth separately, in the case of payments in respect of the Equipment Notes, the amount to be applied on such Payment Date to pay all interest, principal and premium, if any, on the Equipment Notes, all in accordance with Section 3.11. On each Payment Date, the Indenture Trustee, based on the Payment Date Schedule provided by the Administrator for such Payment Date, will make payments, transfers, deposits and distributions in an aggregate amount equal to the Available Collections Amount in accordance with the order of priority set forth in the Flow of Funds. If the Indenture Trustee shall not have received such Payment Date Schedule by the last Business Day preceding any Payment Date, such Payment Date shall be deferred until the next Business Day after such Payment Date Schedule is received by the Indenture Trustee.

          (f) Relevant Information. The Issuer shall cause each Service Provider having Relevant Information in its possession to make such Relevant Information available to the Administrator and the Manager not later than 1:00 p.m., New York City time, at least five Business Days prior to each Payment Date.

     Section 3.11 Payment Date Distributions from the Collections Account.

          (a) Regular Distributions. On each Payment Date, so long as no Event of Default has occurred and is continuing, after the withdrawals and transfers provided for in Section 3.02 have been made, the Available Collections Amount will be applied in the following order of priority, and in each case after the payment of any related Railroad Mileage Credit reimbursements:

          (1) to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account an amount equal to the Required Expense Deposit;

          (2) to the payment to the Service Providers of the Service Provider Fees;

          (3) to the repayment of any outstanding Manager Advances (together with interest thereon as provided in the Management Agreement);

          (4) to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Stated Interest Amount;

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          (5) to the Liquidity Reserve Account in an amount equal to the positive difference (if any) between (i) the Liquidity Reserve Target Amount and (ii) the balance in the Liquidity Reserve Account;

          (6) to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Scheduled Principal Payment Amount;

          (7) to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Additional Interest Amount;

          (8) to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the amount of any Redemption Premium owing to the Holders;

          (9) if an Early Amortization Event shall have occurred and be continuing, to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, an amount equal to the then Outstanding Principal Balance of the Equipment Notes;

          (10) to the payment of any indemnities of the Issuer payable to the Purchaser;

          (11) to pay or reimburse the Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of revenues of the Issuer; and

          (12) to the Issuer, all remaining amounts, which may be distributed to the Member.

          (b) Event of Default Distributions. On each Payment Date, if an Event of Default has occurred and is then continuing, the Available Collections Amount will be applied in the following order of priority, after payment of the amounts described in Section 4.02(c)(i), and in each case after the payment of any related Railroad Mileage Credit reimbursements:

          (1) to the payment or reimbursement of the portion of the Required Expense Amount described in clause (i) of the definition thereof to the applicable payees, and to the Expense Account an amount equal to the Required Expense Deposit;

          (2) to the payment to the Service Providers of the Service Provider Fees;

          (3) to the repayment of any outstanding Manager Advances (together with interest thereon as provided in the Management Agreement);

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          (4) to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Stated Interest Amount;

          (5) to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, an amount equal to the then Outstanding Principal Balance of the Equipment Notes;

          (6) to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the Additional Interest Amount;

          (7) to the Equipment Note Account for further payment by the Indenture Trustee to the Noteholders, the amount of any Redemption Premium owing to the Holders;

          (8) to the payment of indemnities of the Issuer payable to the Purchaser;

          (9) to pay or reimburse the Issuer (or the Manager on its behalf) for costs of Optional Modifications to the extent not paid from any other available source of revenues of the Issuer; and

          (10) to the Issuer, all remaining amounts, which may be distributed to the Member.

          (c) Redemption. On any Payment Date on which the Equipment Notes are to be the subject of an Optional Redemption, the Administrator, on behalf of the Indenture Trustee, shall distribute the amounts in the applicable Redemption/Defeasance Account to the Holders of the Equipment Notes as provided in the relevant Redemption Notice.

          (d) Payments by Wire Transfer. All payments to be made pursuant to this Section 3.11 to Persons other than Noteholders shall be made through a direct transfer of funds to the applicable Person or Indenture Account. All payments to Noteholders shall be governed by Section 2.05.

     Section 3.12 Voluntary Redemptions. If no Event of Default then exists, the Issuer will have the option to prepay, in whole or in part (and if in part, in a minimum amount of at least $5,000,000 and integral multiples of $1,000,000 in excess thereof), the Outstanding Principal Balance of the Equipment Notes in an Optional Redemption; provided, that no Optional Redemption other than in whole shall occur once the 15th anniversary of the Closing Date has occurred, or if as of the proposed date of any such Optional Redemption, there shall exist any shortfall in the payment of Scheduled Principal Payment Amount determined as of such date. If an Event of Default then exists, the Issuer will have the option to prepay, in whole only, the Outstanding Principal Balance of the Equipment Notes. It is understood that Optional Redemptions do not effect a release of Collateral from the Security Interest of this Indenture, unless resulting in the repayment of all Secured Obligations in full. No Optional Redemption shall occur prior to the fifth anniversary of the Closing Date. Any Optional Redemption in part

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will be achieved by a pro rata prepayment of the Outstanding Principal Balance of the Equipment Notes.

     Section 3.13 Procedure for Redemptions.

          (a) Method of Redemption. In the case of any Optional Redemption, the Issuer will deposit, or will cause to be deposited, in the Redemption/Defeasance Account an amount equal to the Redemption Price of the Equipment Notes or portion thereof to be redeemed. Once a Redemption Notice in respect of an Optional Redemption is published, the applicable outstanding principal amount of the Equipment Notes to which such Redemption Notice applies will become due and payable on the Redemption Date stated in such Redemption Notice at its Redemption Price. All Equipment Notes that are redeemed in full will be surrendered to the Indenture Trustee for cancellation and accordingly may not be reissued or resold.

          (b) Deposit of Redemption Amount. On or before any Redemption Date in respect of an Optional Redemption under Section 3.12, the Issuer shall, to the extent an amount equal to the Redemption Price of the Equipment Notes to be redeemed and any transaction expenses as of the Redemption Date is not then held by the Issuer or on deposit in the Redemption/Defeasance Account, deposit or cause to be deposited such amount in the Redemption/Defeasance Account.

          (c) Equipment Notes Payable on Redemption Date. After notice has been given under Section 3.13(d) hereof as to the Redemption Date in respect of any Optional Redemption, the Outstanding Principal Balance of the Equipment Notes to be redeemed on such Redemption Date in the amount identified in such notice shall become due and payable at the Corporate Trust Office of the Indenture Trustee, and from and after such Redemption Date (unless there shall be a default in the payment of the applicable amount to be redeemed) such principal amount shall cease to bear interest. Upon surrender of any Equipment Note for redemption in accordance with such notice, the Redemption Price of such Equipment Note shall be paid as provided for in Section 3.11(d). If any Equipment Note to be redeemed shall not be so paid, or shall only be paid in part in accordance with the terms of such notice, the remaining Outstanding Principal Balance thereof shall continue to bear interest from the Redemption Date until paid at the interest rate applicable to such Equipment Note.

          (d) Redemption Notice. In respect of any Optional Redemption of the Equipment Notes to be made out of amounts available for such purposes, the Indenture Trustee will give a Redemption Notice to each holder of the Equipment Notes to be redeemed, provided that the Indenture Trustee shall have determined in advance of giving any such Redemption Notice that funds are or will, on the Redemption Date, be available therefor. Such Redemption Notice will be given at least twenty (20) days but not more than sixty (60) days before such Redemption Date. Each Redemption Notice will state (i) the applicable Redemption Date, (ii) if an Optional Redemption in part, the portion of the Outstanding Principal Balance of the Equipment Notes that is to be redeemed (and in respect thereof, the Redemption Price will be distributed to the Holders pro rata in the same manner as partial repayments of principal on the Equipment Notes made pursuant to the Flow of Funds and the Indenture Trustee’s notice shall contain information to that effect), (iii) the Indenture Trustee’s arrangements for making

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payments due on the Redemption Date, (iv) the Redemption Price of the Equipment Notes to be redeemed, (v) for an Optional Redemption in whole, that the Equipment Notes to be redeemed must be surrendered (which action may be taken by any Holder of the Equipment Notes or its authorized agent) to the Indenture Trustee to collect the Redemption Price on such Equipment Notes and (vi) that, unless the Issuer defaults in the payment of the Redemption Price, if any, interest on the portion of the Outstanding Principal Balance of the Equipment Notes called for redemption will cease to accrue on and after the Redemption Date.

     Section 3.14 Adjustments in Targeted Principal Balances.

          (a) Railcar Dispositions. If Net Disposition Proceeds have been included in the Available Collections Amount on any Payment Date, then the Scheduled Targeted Principal Balance of the Equipment Notes for such Payment Date and for all subsequent Payment Dates will be equal to the product of (a) the Scheduled Adjustment Fraction for the Equipment Notes as of each such Payment Date and (b) the Scheduled Targeted Principal Balance of the Equipment Notes for each such Payment Date, as adjusted for Optional Redemptions as provided in Section 3.14(b) below but without giving effect to any previous adjustments made to such Scheduled Targeted Principal Balance pursuant to this Section 3.14(a).

          (b) Optional Redemption. In connection with any Optional Redemption in part, the Scheduled Targeted Principal Balance shall be reduced on the Redemption Date and each subsequent Payment Date by the product of (i) the Redemption Fraction and (ii) the Scheduled Targeted Principal Balance that existed for the Redemption Date or such subsequent Payment Date, as the case may be, immediately prior to such Optional Redemption.

As used above:

     “Redemption Fraction” means, for the Equipment Notes being subjected to an Optional Redemption, a fraction, the numerator of which is the principal amount of the Equipment Notes that is being prepaid in connection with such Optional Redemption and the denominator of which is the Outstanding Principal Balance immediately prior to such Optional Redemption.

ARTICLE IV

DEFAULT AND REMEDIES

     Section 4.01 Events of Default. Each of the following events shall constitute an “Event of Default” hereunder, and each such Event of Default shall be deemed to exist and continue so long as, but only so long as, it shall not have been remedied:

          (a) failure to pay interest on the Equipment Notes then Outstanding (other than Additional Interest, if any), in each case when such amount becomes due and payable, and such default continues for a period of five (5) or more Business Days;

          (b) failure to make payment in full in cash of the then Outstanding Principal Balance of the Equipment Notes thereof on the Final Maturity Date;

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          (c) failure to pay any amount (other than a payment default for which provision is made in clause (a) or (b) of this Section 4.01) when due and payable in connection with the Equipment Notes, to the extent that there are, on any Payment Date, amounts available in the Collections Account or the Liquidity Reserve Account therefor, or, with respect to any amounts deposited in the Optional Reinvestment Account or the Mandatory Replacement Account, the failure to apply such amounts or to transfer such amounts to the Collections Account, as the case may be, in accordance with Section 3.05 and 3.09, and in any such case such default continues for a period of five (5) or more Business Days after such Payment Date;

          (d) failure by the Issuer, TRLWT or TILC (in the case of TRLWT and TILC, in respect of Operative Agreements to which either is a party other than any Operative Agreement that is described in clause (k), (n) or (p) below) to comply with any of the other covenants, obligations, conditions or provisions binding on it under this Indenture, the Equipment Notes or any other Operative Agreement to which it is a party (other than a payment default for which provision is made in clause (a), (b) or (c) of this Section 4.01, or a default addressed in clause (m) or (q) below), if any such failure continues for a period of thirty (30) days or more after written notice thereof has been given to the Issuer (provided that if such failure is capable of remedy and the Administrator has promptly provided the Indenture Trustee with a certificate stating that the Issuer, TRLWT or TILC, as applicable, has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such failure or breach, then such period of time shall be extended so long as the Issuer, TRLWT or TILC, as applicable, is diligently pursuing such remedy but in any event no longer than sixty (60) days after the date such written notice was given to the Issuer);

          (e) any representation or warranty made by the Issuer under this Indenture or any other Operative Agreement to which it is a party or certificate delivered by it shall prove to be untrue or incorrect in any material respect when made, and such untruth or incorrectness, if curable, shall continue unremedied for a period of thirty (30) days or more after written notice thereof has been given to the Issuer (provided that if such untruth or incorrectness is capable of remedy and the Administrator has promptly provided the Indenture Trustee with a certificate stating that the Issuer has commenced, or will promptly commence, and diligently pursue all reasonable efforts to remedy such untruth or incorrectness, then such period of time shall be extended so long as the Issuer is diligently pursuing such remedy but in any event no longer than sixty (60) days after the date such written notice was given to the Issuer);

          (f) a court having jurisdiction in respect of the Issuer enters a decree or order for (i) relief in respect of the Issuer under any Applicable Law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law now or hereafter in effect; (ii) appointment of a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator or similar official of the Issuer; or (iii) the winding up or liquidation of the affairs of the Issuer and, in each case, such decree or order shall remain unstayed or such writ or other process shall not have been stayed or dismissed within sixty (60) days from entry thereof;

          (g) the Issuer (i) commences a voluntary case under any Applicable Law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization, examination, relief of debtors or other similar law now or hereafter in effect, or consents to the

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entry of an order for relief in any involuntary case under any such law; (ii) consents to the appointment of or taking possession by a receiver, liquidator, examiner, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for all or substantially all of the property and assets of the Issuer; or (iii) effects any general assignment for the benefit of creditors, admits in writing its inability to pay its debts generally as they come due, voluntarily suspends payment of its obligations or becomes insolvent;

          (h) a judgment or order for the payment of money in excess of $1,000,000 shall be rendered against the Issuer and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not be an Event of Default under this Section 4.01(h) if and for so long as (x) the amount of such judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer (subject to customary deductible or co-payment) covering payment thereof and (y) such insurer, which shall be rated at least “A-” by A.M. Best Company or any similar successor entity, has been notified of, and has not disputed the claim made for payment of, the amount of such judgment or order;

          (i) the Issuer is required to register as an investment company under the Investment Company Act of 1940, as amended;

          (j) the Issuer shall have asserted that this Indenture or any of the other Operative Agreements to which it is a party is not valid and binding on the parties thereto or any court, governmental authority or agency having jurisdiction over any of the parties to the Indenture or such other Operative Agreement shall find or rule that any material provision of any of such agreements is not valid or binding on the parties thereto;

          (k) the Trustee, acting at the Direction of a Requisite Majority, shall have elected to remove the Manager as a result of a Manager Termination Event (or to remove the Administrator in accordance with the provisions of the Administrative Services Agreement providing for such rights of removal), and a replacement Manager (or Administrator, as the case may be) shall not have assumed the duties of the Manager (or Administrator, as the case may be) within one hundred eighty (180) days after the date of such election;

          (l) as of any Payment Date, the Outstanding Principal Balance of the Equipment Notes exceeds the Aggregate Adjusted Borrowing Value as of such date (and giving effect to repayments of principal to occur on such date);

          (m) the Issuer shall use or permit the use of the Portfolio Railcars or any portion thereof in a way that is not permitted by Section 5.04(v) of this Indenture, provided that such unauthorized use shall not constitute an Event of Default for a period of 45 days after the Issuer’s obtaining actual knowledge thereof so long as (i) such unauthorized use is not the result of any willful action of the Issuer and (ii) such unauthorized use is capable of being cured and the Issuer diligently pursues such cure throughout such 45-day period;

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          (n) TILC (or any successor thereto in its capacity as “Servicer”) shall have defaulted in any material respect in the performance of any of its obligations under the Servicing Agreement or a default shall occur under Section 6(a) of the Account Administration Agreement, and, in each case, the Issuer shall have failed to exercise its rights thereunder in respect of such default for a period of 30 days after receipt by the Issuer of written notice from the Indenture Trustee, demanding that such action be taken;

          (o) Trinity shall have defaulted (x) in the payment of any amounts required to be paid by it under the Parent Undertaking Agreement, or (y) in any material respect in the performance of any of its covenants and agreements contained in the Parent Undertaking Agreement other than as described in clause (x), and in the case of clause (y), such default shall continue unremedied for a period of 30 days; or the Parent Undertaking Agreement shall cease, for any reason, to be in full force and effect or Trinity, TILC, the Issuer or any of their respective Affiliates shall so assert;

          (p) an Insurance Manager Default shall have occurred and be continuing under the Insurance Agreement, and the Issuer shall have failed to exercise its rights under the Insurance Agreement in respect of such Insurance Manager Default for a period of 30 days after receipt by the Issuer of written notice from the Indenture Trustee demanding that such action be taken; and

          (q) the Issuer shall have defaulted in any material respect in the performance of any of its covenants and agreements contained in Section 5.03(a) and such default shall continue unremedied for a period of 30 days.

     Section 4.02 Remedies Upon Event of Default.

          (a) Upon the occurrence of an Event of Default of the type described in Section 4.01(f) or 4.01(g), the Outstanding Principal Balance of, and accrued interest on, the Equipment Notes, together with all other amounts then due and owing to the Noteholders, shall become immediately due and payable without further action by any Person. If any other Event of Default occurs and is continuing, then the Indenture Trustee, acting at the Direction of the Requisite Majority, may declare the principal of and accrued interest on all Equipment Notes then Outstanding to be due and payable immediately, by written notice to the Issuer, the Manager and the Administrator (a “Default Notice”), and upon any such declaration such principal and accrued interest shall become immediately due and payable. At any time after the Indenture Trustee has declared the Outstanding Principal Balance of the Equipment Notes to be due and payable and prior to the exercise of any other remedies pursuant to this Indenture, the Indenture Trustee (at the Direction of the Requisite Majority), by written notice to the Issuer, the Manager and the Administrator may, except in the case of (i) a default in the deposit or distribution of any payment required to be made on the Equipment Notes, (ii) a payment default on the Equipment Notes or (iii) a default in respect of any covenant or provision of this Indenture that cannot by the terms hereof be modified or amended without the consent of each Noteholder affected thereby, rescind and annul such declaration and thereby annul its consequences, if (1) there has been paid to or deposited with the Indenture Trustee an amount sufficient to pay all overdue installments of interest on the Equipment Notes, and the principal of and premium, if any, on the Equipment Notes that would have become due otherwise than by such declaration of

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acceleration, (2) the rescission would not conflict with any judgment or decree, and (3) all other defaults and Events of Default, other than nonpayment of interest and principal on the Equipment Notes that have become due solely because of such acceleration, have been cured or waived.

          (b) If an Event of Default shall occur and be continuing, the Indenture Trustee may, and shall, if given a Direction in writing by the Requisite Majority, do any or all of the following, provided that the Indenture Trustee shall dispose of the Portfolio Railcars only if it has received a Collateral Liquidation Notice:

          (i) Institute any Proceedings, in its own name and as trustee of an express trust, for the collection of all amounts then due and payable on the Equipment Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Collateral and any other assets of the Issuer any moneys adjudged due;

          (ii) Subject to the quiet enjoyment rights of any Lessee of a Portfolio Railcar, conduct proceedings to sell, hold or lease the Collateral or any portion thereof or rights or interest therein, at one or more public or private transactions conducted in any manner permitted by law; provided that, the Indenture Trustee shall incur no liability as a result of the sale of the Collateral or any part thereof at any sale pursuant to this Section 4.02 conducted in a commercially reasonable manner, and the Issuer hereby waives any claims against the Indenture Trustee arising by reason of the fact that the price at which the Collateral may have been sold at such sale was less than the price that might have been obtained, even if the Indenture Trustee accepts the first offer received and does not offer the Collateral to more than one offeree.

          (iii) Institute any Proceedings from time to time for the complete or partial foreclosure of the Encumbrance created by this Indenture with respect to the Collateral;

          (iv) Institute such other appropriate Proceedings to protect and enforce any other rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy;

          (v) Exercise any remedies of a secured party under the UCC or any Applicable Law and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee or the Noteholders under this Indenture;

          (vi) Appoint a receiver or a manager over the Issuer or its assets; and

          (vii) Exercise its rights under Section 3.03 hereof.

          (c) If the Equipment Notes have been declared due and payable following an Event of Default, any money collected by the Indenture Trustee pursuant to this Indenture or otherwise, and any moneys that may then be held or thereafter received by the Indenture Trustee,

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shall be applied to the extent permitted by law in the following order, at the date or dates fixed by the Indenture Trustee;

          (i) First, to the payment of all costs and expenses of collection incurred by the Indenture Trustee (including the reasonable fees and expenses of any counsel to the Indenture Trustee), and all other amounts due the Indenture Trustee under this Indenture; and

          (ii) Second, as set forth in the applicable provision of the Flow of Funds.

          (d) The Indenture Trustee shall provide the Rating Agency with a copy of any Default Notice it receives or delivers pursuant to this Indenture. Within thirty (30) days after the occurrence of an Event of Default in respect of the Equipment Notes, the Indenture Trustee shall give notice to the Noteholders, transmitted by mail, of all uncured or unwaived Defaults actually known to a Responsible Officer of the Indenture Trustee on such date; provided that the Indenture Trustee may withhold such notice with respect to a Default (other than a payment default with respect to interest, principal or premium, if any) if it determines in good faith that withholding such notice is in the interest of the affected Noteholders.

          (e) The Issuer hereby agrees that if an Event of Default shall have occurred and is continuing, the Indenture Trustee and any permitted delegee thereof are hereby irrevocably authorized and empowered to act as the attorney-in-fact for the Issuer with respect to the giving of any instructions or notices under this Indenture.

          (f) If an Event of Default shall have occurred and is continuing, upon the written Direction of the Requisite Majority, the Indenture Trustee shall render an accounting of the current balance of each Indenture Account, and shall direct the Account Collateral Agent to render an accounting of the current balance of the Customer Payment Account.

          (g) If an Event of Default shall have occurred and is continuing, and only in such event, upon the written Direction of the Requisite Majority, the Indenture Trustee shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under this Indenture (which rights and remedies shall include the right to direct the withdrawal and disposition of amounts on deposit in the Indenture Accounts and the deposit thereof in the Collections Account) and which the Requisite Majority directs it to take under this Indenture, including realization and foreclosure on the Collateral.

          (h) The Indenture Trustee may after the occurrence of and during the continuance of an Event of Default exercise any and all rights and remedies of the Issuer under or in connection with the Assigned Agreements (including, without limitation, the Management Agreement and any successor agreement therefor) and otherwise in respect of the Collateral, including, without limitation, any and all rights of the Issuer to demand or otherwise require payment of any amount under, or performance of any provision of, any Assigned Agreement. In addition, after the occurrence of and during the continuance of an Event of Default, upon the Direction of the Requisite Majority, the Indenture Trustee may exercise all rights of the “lessor” under Leases related to Portfolio Railcars, including, without limitation, the right to direct the

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applicable Lessees to make rental payments to such account as the Indenture Trustee shall specify, for application to the Collections Account and upon a Manager Default, or a Manager Replacement Event (as defined in the Management Agreement) in respect of which the Manager has been replaced, and in each case upon the Direction of the Requisite Majority, the Indenture Trustee may exercise the right of the “lessor” to direct the applicable Lessees to make rental payments to such account as the Indenture Trustee shall specify, for application to the Collections Account.

     Section 4.03 Limitation on Suits. No Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Equipment Notes, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

          (a) such Holder holds Equipment Notes and has previously given written notice to the Indenture Trustee of a continuing Event of Default;

          (b) the Holders of at least 25% of the aggregate Outstanding Principal Balance of the Equipment Notes give a written Direction to the Indenture Trustee to pursue a remedy hereunder;

          (c) such Holder or Holders offer to the Indenture Trustee an indemnity reasonably satisfactory to the Indenture Trustee against any costs, expenses and liabilities to be incurred in complying with such request;

          (d) the Indenture Trustee does not comply with such request within sixty (60) days after receipt of the request and the offer of indemnity; and

          (e) during such sixty (60)-day period, a Requisite Majority does not give the Indenture Trustee a Direction inconsistent with such request.

     No one or more Noteholders may use this Indenture to affect, disturb or prejudice the rights of another Holder or to obtain or seek to obtain any preference or priority not otherwise created by this Indenture and the terms of the Equipment Notes over any other Holder or to enforce any right under this Indenture, except in the manner herein provided.

     Section 4.04 Waiver of Existing Defaults.

          (a) The Indenture Trustee acting at the Direction of the Requisite Majority may waive any existing Default or Event of Default hereunder and its consequences, except any waiver in respect of a covenant or provision hereof which, pursuant to Section 9.02(a), cannot be modified or amended without the consent of such Persons as are required to amend such covenant or provision in addition to the consent of the Requisite Majority.

          (b) Upon any waiver made in accordance with Section 4.04(a), such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Each such notice of waiver shall also be notified to the Rating Agency.

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          (c) Any written waiver of a Default or an Event of Default given by Holders of the Equipment Notes to the Indenture Trustee and the Issuer in accordance with the terms of this Indenture shall be binding upon the Indenture Trustee and the other parties hereto. Unless such writing expressly provides to the contrary, any waiver so granted shall extend only to the specific event or occurrence which gave rise to the Default or Event of Default so waived and not to any other similar event or occurrence which occurs subsequent to the date of such waiver.

     Section 4.05 Restoration of Rights and Remedies. If the Indenture Trustee or any Holder of Equipment Notes has instituted any proceeding to enforce any right or remedy under this Indenture, and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee or such Holder, then in every such case the Issuer, the Indenture Trustee and the Noteholders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee and the Noteholders shall continue as though no such proceeding has been instituted.

     Section 4.06 Remedies Cumulative. Each and every right, power and remedy herein given to the Indenture Trustee (or the Requisite Majority) specifically or otherwise in this Indenture shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Indenture Trustee (or the Requisite Majority), and the exercise or the beginning of the exercise of any power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Indenture Trustee (or the Requisite Majority) in the exercise of any right, remedy or power or in the pursuance of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any Default on the part of the Issuer or to be an acquiescence.

     Section 4.07 Authority of Courts Not Required. The parties hereto agree that, to the greatest extent permitted by law, the Indenture Trustee shall not be obliged or required to seek or obtain the authority of, or any judgment or order of, the courts of any jurisdiction in order to exercise any of its rights, powers and remedies under this Indenture, and the parties hereby waive any such requirement to the greatest extent permitted by law.

     Section 4.08 Rights of Noteholders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Noteholder to receive payment of interest on, principal of, or premium, if any, on the Equipment Notes on or after the respective due dates therefor, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Noteholder.

     Section 4.09 Indenture Trustee May File Proofs of Claim. The Indenture Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and of any Noteholder allowed in any judicial proceedings relating to the Issuer, its creditors or its property.

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     Section 4.10 Undertaking for Costs. All parties to this Indenture agree, and each Noteholder by its acceptance thereof shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Indenture Trustee for any action taken or omitted by it as Indenture Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defense made by the party litigant. This Section 4.10 does not apply to a suit instituted by the Indenture Trustee, a suit instituted by any Noteholder for the enforcement of the payment of interest, principal, or premium, if any, on the Equipment Notes on or after the respective due dates expressed in such Equipment Note, or a suit by a Noteholder or Noteholders of more than 10% of the Outstanding Principal Balance of the Equipment Notes (exclusive of Equipment Notes or interests therein held by any Issuer Group Member).

ARTICLE V

REPRESENTATIONS, WARRANTIES AND COVENANTS

     Section 5.01 Representations and Warranties. The Issuer represents and warrants to the Indenture Trustee as of the Closing Date, and (other than with respect to clauses (c), (d), (e), (m), (n) or (t) below) each Delivery Date, as follows:

          (a) Due Organization.

          (i) The Issuer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its ability to carry on its business as now conducted or to enter into and perform its obligations under the Issuer Documents and the Operative Agreements to which the Issuer is a party, has the organizational power and authority to carry on its business as now conducted, has the requisite organizational power and authority to execute, deliver and perform its obligations under the Issuer Documents and the Operative Agreements to which the Issuer is a party.

          (ii) TILC is the sole member of the Issuer.

          (iii) Each of the LLC Agreement and each other organizational document of the Issuer has been duly executed and delivered by each party thereto and constitutes a legal, valid and binding obligation of each such party enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity.

          (iv) Since the date of formation of the Issuer, the Issuer has not conducted business under any other name and does not have any trade names, or “doing business under” or “doing business as” names. The Issuer has not reorganized in any jurisdiction (whether the United States, any state therein, the District of Columbia, Puerto

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Rico, Guam or any possession or territory of the United States, or any foreign country or state) other than the State of Delaware.

          (b) Special Purpose Status. The Issuer has not engaged in any activities since its organization (other than those incidental to its organization and other appropriate limited liability company steps and arrangements for the payment of fees to, and director’s and officer’s insurance for, its member, special member and manager), the execution of the Issuer Documents and the Operative Agreements to which it is a party and the activities referred to in or contemplated by such agreements.

          (c) Non-Contravention. The Issuer’s acquisition of its Portfolio pursuant to the Asset Transfer Agreement, the other transactions contemplated by the Asset Transfer Agreement, the creation of the Equipment Notes and the issuance, execution and delivery of, and the compliance by the Issuer with the terms of each of the Operative Agreements and the Equipment Notes:

          (i) do not conflict with, or result in a breach of any of the terms or provisions of, or constitute a default under, the constitutional documents of the Issuer or with any existing law, rule or regulation applying to or affecting the Issuer or any judgment, order or decree of any government, governmental body or court having jurisdiction over Issuer;

          (ii) do not infringe the terms of, or constitute a default under, any deed, indenture, agreement or other instrument or obligation to which the Issuer is a party or by it or its assets, property or revenues are bound; and

          (iii) do not constitute a default by the Issuer under, or result in the creation of any Encumbrance (except for Permitted Encumbrances of the type described in clause (i), (ii) or (v) of the definition thereof) upon the property of the Issuer under its organizational documents or any indenture, mortgage, contract or other agreement or instrument to which the Issuer is a party or by which the Issuer or any of its properties may be bound or affected.

          (d) Due Authorization. The Issuer’s acquisition of its Portfolio pursuant to the Asset Transfer Agreement, the other transactions contemplated by the Asset Transfer Agreement, the creation, execution and issuance of the Equipment Notes, the execution and issue or delivery by the Issuer of the Operative Agreements executed by it and the performance by it of its obligations hereunder and thereunder and the arrangements contemplated hereby and thereby to be performed by it have been duly authorized by all necessary limited liability company action of the Issuer.

          (e) Validity and Enforceability. This Indenture constitutes, and the Operative Agreements, when executed and delivered and, in the case of the Equipment Notes, when issued and authenticated, will constitute valid, legally binding and (subject to general equitable principles, insolvency, liquidation, reorganization and other laws of general application relating to creditors’ rights or claims or to laws of prescription or the concepts of materiality, reasonableness, good faith and fair dealing) enforceable obligations of the Issuer.

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          (f) No Event of Default or Early Amortization Event. No Event of Default or Early Amortization Event has occurred and is continuing and no event has occurred that with the passage of time or notice or both would become an Event of Default or Early Amortization Event.

          (g) No Encumbrances. Subject to the Security Interests created in favor of the Indenture Trustee and the Flow of Funds, and except for Permitted Encumbrances, there exists no Encumbrance over the assets of the Issuer that ranks prior to or pari passu with the obligation to make payments on the Equipment Notes.

          (h) No Consents. No consent, approval or authorization of, or filing, registration or qualification with, or the giving of notice to, any trustee or any holder of indebtedness of the Issuer or any governmental authority on the part of the Issuer is required in the United States, Canada or Mexico (subject to the proviso set forth below) in connection with the execution and delivery by the Issuer of the Operative Agreements to which the Issuer is a party or in order for the Issuer to perform its obligations thereunder in accordance with the terms thereof, other than: (i) notices required to be filed with the STB and the Registrar General of Canada, which notices shall have been filed on the Closing Date, (ii) as may be required under existing laws, ordinances, governmental rules and regulations to be obtained, given, accomplished or renewed at any time after the Closing Date in connection with the operation and maintenance of the Portfolio Railcars and in accordance with the Operative Agreements that are routine in nature and are not normally applied for prior to the time they are required, and which the Issuer has no reason to believe will not be timely obtained, (iii) as may be required under the Operative Agreements in consequence of any transfer of ownership of the Portfolio Railcars and (iv) filing and recording to perfect the Security Interests under this Indenture as required hereunder; provided, that the parties hereto agree that the Issuer shall not be required to make any such filings or recordings in Mexico.

          (i) No Litigation. There is no claim, action, suit, investigation or proceeding pending against, or to the knowledge of the Issuer, threatened against or affecting the Issuer, before any court or arbitrator or any governmental body, agency or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the transactions contemplated by this Indenture (including the Exhibits and Schedules attached hereto) and/or the Operative Agreements.

          (j) Employees, Subsidiaries. The Issuer has no employees. The Issuer has no Subsidiaries.

          (k) Ownership. The Issuer is the owner of the Collateral free from all Encumbrances and claims whatsoever other than Permitted Encumbrances.

          (l) No Filings. Under the laws of Delaware, Texas and New York (and including U.S. federal law) in force at the date hereof, it is not necessary or desirable that this Indenture or any Operative Agreement to which the Issuer is a party be filed, recorded or enrolled with any court or other authority in any such jurisdictions or that any material stamp, registration or similar tax be paid on or in relation to this Indenture or any of the other Operative

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Agreements (other than filings of UCC financing statements and with the STB and in Canada in respect of the Security Interests in the Portfolio Railcars).

          (m) Other Representations. The representations and warranties made by the Issuer in any of the other Operative Agreements are true and accurate as of the date made.

          (n) Other Regulations. The Issuer is not an “investment company,” or an “affiliated person” of, or a “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended.

          (o) Insurance. The Portfolio Railcars described on each Delivery Schedule delivered from time to time under the Asset Transfer Agreement are, at the time of the related Conveyance to the Issuer, covered by the insurance required by Section 5.04(f) hereof, and all premiums due prior to the applicable Delivery Date in respect of such insurance shall have been paid in full and such insurance as of the applicable Delivery Date is in full force and effect.

          (p) No Event of Default or Total Loss. At the time of each Conveyance of Railcars under the Asset Transfer Agreement, (i) no Event of Default has occurred and is continuing, (ii) no Manager Default (in the case of Conveyances other than on the Closing Date) or Manager Termination Event (in the case of Conveyances on the Closing Date) has occurred and is continuing, (iii) to the knowledge of the Issuer, no Total Loss or event that, with the giving of notice, the passage of time or both, would constitute a Total Loss with respect to any of the Railcars so Conveyed, has occurred, and (iv) to the knowledge of the Issuer, no Railcar being Conveyed under the Asset Transfer Agreement on such date has suffered damage or contamination which, in the Issuer’s reasonable judgment, makes repair uneconomic or renders such Railcar unfit for commercial use.

          (q) Beneficial Title. On each Delivery Date upon which a Conveyance occurs under the Asset Transfer Agreement, (i) the applicable Seller has, and shall pursuant to its related Bill of Sale have, conveyed all legal and beneficial title of the Issuer to such Railcars being so Conveyed free and clear of all Encumbrances (other than Permitted Encumbrances) and such Conveyance will not be void or voidable under any applicable law and (ii) the applicable Seller has assigned, and the Assignment and Assumption to be delivered on the related Delivery Date shall upon acceptance thereof by the Issuer assign, to the Issuer, all legal and beneficial title of such Seller to the related Leases, free and clear of all Encumbrances (other than Permitted Encumbrances), and the Assignment and Assumption will not be void or voidable under any applicable law.

          (r) Nature of Business. The Issuer is not engaged in the business of extending credit for the purposes of purchasing or carrying margin stock, and no proceeds of the Equipment Notes will be used by the Issuer for a purpose which violates, or would be inconsistent with, Section 7 of the Securities Exchange Act of 1934, as amended, or Regulations T, U and X of the Federal Reserve System (terms for which meanings are provided in Regulations T, U and X of the Federal Reserve System or any regulations substituted therefor, as from time to time in effect, being used in this Section 5.01(r) with such meanings).

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          (s) No Default under Organizational Documents. The Issuer is not in violation of any term of any of its organizational documents or in violation or breach of or in default under any other agreement, contract or instrument to which it is a party or by which it or any of its property may be bound.

          (t) Issuer Compliance. The Issuer is in compliance in all material respects with all laws, ordinances, governmental rules, regulations, orders, judgments, decrees, determinations and awards to which it is subject and the Issuer has obtained all required licenses, permits, franchises and other governmental authorizations material to the conduct of its business.

          (u) Railcar Compliance; Autoracks. Each Railcar Conveyed on a Delivery Date, taken as a whole, and each major component thereof complies in all material respects with all applicable laws and regulations, all requirements of the manufacturer for maintaining in full force and effect any applicable warranties and the requirements, if any, of any applicable insurance policies, conforms with the specifications for such Railcar contained in the related Appraisal (to the extent a copy of such Appraisal or a relevant excerpt therefrom has been delivered to the Issuer) and is substantially complete such that it is ready and available to operate in commercial service and otherwise perform the function for which it was designed; and the railcar identification marks shown on the related Bill of Sale are the marks then used on the Portfolio Railcars set forth on such Bill of Sale. Each Portfolio Railcar that is an autorack qualifies for the National Reload Pool.

          (v) Taxes. On each Delivery Date upon which a Conveyance occurs under the Asset Transfer Agreement, all sales, use or transfer taxes, if any, due and payable upon the purchase of the Portfolio Railcars by the Issuer from the applicable Seller will have been paid or such transactions will then be exempt from any such taxes, and the Issuer will cause any required forms or reports in connection with such taxes to be filed in accordance with applicable laws and regulations.

          (w) Lease Terms. Each Railcar Conveyed on the relevant Delivery Date is subject to a Permitted Lease, which Lease (together with the other Leases that are or have been the subject of such Conveyances) contains rental and other terms which are no different, taken as a whole, from those for similar railcars in the TILC Fleet.

          (x) Eligibility. Each Railcar described on its relevant Delivery Schedule constitutes an Eligible Railcar as of the date of its Conveyance to the Issuer.

          (y) Assignment of Leases. (i) Each Lease conveyed on the relevant Delivery Date is freely assignable from the applicable Seller to the Issuer and from the Issuer to any other Person (including, without limitation, any transferee in connection with the Indenture Trustee’s exercise of rights or remedies under this Indenture) or, if any such Lease is not freely assignable, then consents to such assignments determined by the Manager in good faith to be sufficient for their intended purposes have been obtained prior to the relevant Delivery Date, (ii) no assignment described in this Section 5.01(y) is void or voidable or will result in a claim for damages or reduction in rental or other payments, in each case pursuant to the terms and conditions of any such Lease and (iii) no consent, approval or filing is required under such Lease in connection with the execution and delivery of the Operative Agreements.

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          (z) Purchase Options. With respect to any Portfolio Railcars that are subject to a purchase option granted to the Lessee under the relevant Lease, (i) such purchase option is exercisable by the applicable Lessee for a purchase price not less than (at the time of such purchase) the greater of (1) an appraiser’s estimate at Lease inception of fair market value at the time of potential exercise under the option provision, and (2) 105% of the product of the Railcar Advance Rate and the Adjusted Value of the Portfolio Railcars subject to such purchase option and (ii) the sum of (x) the aggregate Adjusted Values of all Portfolio Railcars subject to such Lease and all Portfolio Railcars subject to any other Lease containing a purchase option and (y) the aggregate sum of the Adjusted Values of all Portfolio Railcars that the Issuer has sold pursuant to Permitted Discretionary Sales or Purchase Option Dispositions, does not exceed 35% of the highest aggregate Adjusted Value of all Portfolio Railcars held by the Issuer at any particular time up to the date this representation is made or deemed made. Any such purchase option complying with each of the foregoing limitations described in clauses (i) and (ii) above is referred to herein and in the other Operative Agreements as a “Permitted Purchase Option.”

          (aa) No Other Financing of Lease; Permitted Lease. After giving effect to the transfers contemplated under the Operative Agreements, (i) the Leases being Conveyed to the Issuer on any applicable Delivery Date (as evidenced by the Riders or Schedules with respect thereto) are not subject to and do not cover railcars financed in, any financing or securitization transaction other than the transactions contemplated by the Operative Agreements and (ii) such Leases conform to the definition of Permitted Lease.

          (bb) Concentration Limits. After giving effect to the Issuer’s acquisition of Railcars in connection with issuing the Equipment Notes on the Closing Date, the Portfolio complies with all Concentration Limits.

     Section 5.02 General Covenants. The Issuer covenants with the Indenture Trustee as follows:

          (a) No Release of Obligations. The Issuer will not take any action which would amend, terminate (other than any termination in connection with the replacement of such agreement on terms substantially no less favorable to the Issuer than the agreement being terminated) or discharge or prejudice the validity or effectiveness of this Indenture (other than as permitted herein) or any other Operative Agreement or permit any party to any such document to be released from such obligations, except that, in each case, as permitted or contemplated by the terms of such documents, and provided that, in any case, (i) the Issuer will not take any action which would result in any amendment or modification to any conflicts standard or duty of care in such agreements and (ii) there must be at all times an Administrator and a Manager with respect to all Portfolio Railcars.

          (b) Encumbrances. The Issuer will not create, incur, assume or suffer to exist any Encumbrance on the Collateral other than: (i) any Permitted Encumbrance, and (ii) any other Encumbrance the validity or applicability of which is being contested in good faith in appropriate proceedings by any Issuer Group Member (and the proceedings related to such Encumbrance or the continued existence of such Encumbrance does not give rise to any reasonable likelihood of the sale, forfeiture or loss of the asset affected by such Encumbrance) and for which the Issuer maintains adequate cash reserves to pay such Encumbrance.

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          (c) Indebtedness. The Issuer will not incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for the payment of, contingently or otherwise, whether present or future, Indebtedness, other than Indebtedness in respect of the Equipment Notes issued in accordance with the terms of this Indenture.

          (d) Restricted Payments. The Issuer will not (i) declare or pay any dividend or make any distribution on its Stock; provided that, so long as no Event of Default shall have occurred and be continuing and to the extent there are available funds therefor in the Collections Account on the applicable Payment Date, the Issuer may make payments on its limited liability company membership interests to the extent of the aggregate amount of distributions made to the Issuer pursuant to the Flow of Funds; (ii) purchase, redeem, retire or otherwise acquire for value any membership interest in the Issuer held by or on behalf of Persons other than any Permitted Holder; (iii) make any interest, principal or premium, if any, payment on the Equipment Notes or make any voluntary or optional repurchase, defeasance or other acquisition or retirement for value of Indebtedness of the Issuer other than in accordance with the Equipment Notes and this Indenture or the Operative Agreements; provided that the Issuer may repurchase, defease or otherwise acquire or retire any of the Equipment Notes from a source other than from Collections (other than that portion of Collections that would otherwise be distributable to the Issuer in accordance with the Flow of Funds); or (iv) make any investments, other than Permitted Investments and investments permitted under Section 5.02(f) hereof.

     The term “investment” for purposes of the above restriction shall mean any loan or advance to a Person, any purchase or other acquisition of any Stock or Indebtedness of such Person, any capital contribution to such Person or any other investment in such Person.

          (e) Limitation on Dividends and Other Payments. The Issuer will not create or otherwise suffer to exist any consensual limitation or restriction of any kind on the ability of the Issuer to declare or pay dividends or make any other distributions permitted by Applicable Law, other than pursuant to the Operative Agreements.

          (f) Business Activities. The Issuer will not engage in any business or activity other than:

          (i) purchasing or otherwise acquiring (subject to the limitations on acquisitions of Portfolio Railcars described below), owning, holding, converting, maintaining, modifying, managing, operating, leasing, re-leasing and (subject to the limitations on sales of Portfolio Railcars described below) selling or otherwise disposing of its Portfolio Railcars and entering into all contracts and engaging in all related activities incidental thereto, including from time to time accepting, exchanging, holding promissory notes, contingent payment obligations or equity interests of Lessees or their Affiliates issued in connection with the bankruptcy, reorganization or other similar process, or in settlement of delinquent obligations or obligations anticipated to be delinquent of such Lessees or their respective Affiliates in the ordinary course of business;

          (ii) financing or refinancing the business activities described in clause (i) of this Section 5.02(f) through the offer, sale and issuance of the Equipment Notes;

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          (iii) purchasing, acquiring, surrendering and assigning policies of insurance and assurances with any insurance company or companies which the Issuer or the Insurance Manager determines to be necessary or appropriate to comply with this Indenture and to pay the premiums or the Issuer’s allocable portion thereon; and

          (iv) taking any action that is incidental to, or necessary to effect, any of the actions or activities set forth above.

          (g) Limitation on Consolidation, Merger and Transfer of Assets. The Issuer will not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of its property and assets (as an entirety or substantially an entirety in one transaction or in a series of related transactions) to, any other Person, or permit any other Person to merge with or into the Issuer (any such consolidation, merger, sale, conveyance, transfer, lease or other disposition, a “Merger Transaction”), unless:

          (i) the resulting entity is a special purpose entity, the charter of which is substantially similar to the LLC Agreement, and, after such Merger Transaction, payments from such resulting entity to the Noteholders do not give rise to any withholding tax payments less favorable to the Noteholders than the amount of any withholding tax payments which would have been required had such Merger Transaction not occurred and such entity is not subject to taxation as a corporation or an association or a publicly traded partnership taxable as a corporation;

          (ii) (A) such Merger Transaction has been unanimously approved by the board of managers of the Issuer and (B) the surviving successor or transferee entity shall expressly assume all of the obligations of the Issuer in and under this Indenture, the Equipment Notes and each other Operative Agreement to which the Issuer is then a party (with the result that, in the case of a transfer only, the Issuer thereupon will be released);

          (iii) both before, and immediately after giving effect to such Merger Transaction, no violation of a Concentration Limit, Event of Default or Early Amortization Event shall have occurred and be continuing;

          (iv) each of (A) a Rating Agency Confirmation and (B) the consent of the Indenture Trustee (acting at the Direction of a Requisite Majority) has been obtained with respect to such Merger Transaction;

          (v) for U.S. Federal income tax purposes, such Merger Transaction does not result in the recognition of gain or loss by any Noteholder; and

          (vi) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, in each case stating that such Merger Transaction complies with the above criteria and, if applicable, Section 5.03(a) hereof and that all conditions precedent provided for herein relating to such transaction have been complied with.

          (h) Limitation on Transactions with Affiliates. The Issuer will not, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any

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Affiliate of the Issuer, except upon fair and reasonable terms no less favorable to the Issuer than could be obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such an Affiliate, provided, that the foregoing restriction does not limit or apply to the following:

          (i) any transaction in connection with the establishment of the Issuer, its initial capitalization and the acquisition of its initial Portfolio or pursuant to the terms of the Operative Agreements;

          (ii) the payment of reasonable and customary regular fees to, and the provision of reasonable and customary liability insurance in respect of, the managers/members of the Issuer;

          (iii) any payments on or with respect to the Equipment Notes or otherwise in accordance with the Flow of Funds;

          (iv) any acquisition of Additional Railcars or any Permitted Railcar Acquisition complying with Section 5.03(b) hereof;

          (v) any payments of the types referred to in clause (i) or (ii) of Section 5.02(d) hereof and not prohibited thereunder; or

          (vi) the sale of Portfolio Railcars as part of a single transaction providing for the redemption or defeasance of the Equipment Notes in whole in accordance with the terms of this Indenture.

          (i) Limitation on the Issuance, Delivery and Sale of Equity Interests. Except as expressly permitted by its LLC Agreement, the Issuer will not (1) issue, deliver or sell any Stock or (2) sell, directly or indirectly, or issue, deliver or sell, any Stock, except for the following:

          (A) issuances or sales of any additional membership interests to the Member (the “Permitted Holder”); or

          (B) contributions by the Permitted Holder of funds to the Issuer with which to effect a redemption or discharge of the Equipment Notes upon any acceleration of the Equipment Notes.

Notwithstanding the foregoing, no issuance, delivery, sale, transfer or other disposition of any equity interest in the Issuer will be effective, and any such issuance, delivery, sale transfer or other disposition will be void ab initio, if it would result in the Issuer being classified as an association (or a publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes.

          (j) Bankruptcy and Insolvency.

          (i) The Issuer will promptly provide the Indenture Trustee and the Rating Agency with written notice of the institution of any proceeding by or against the

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Issuer seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for all or for any substantial part of its property. The Issuer will not take any action to waive, repeal, amend, vary, supplement or otherwise modify its charter documents and including its LLC Agreement (except in accordance with the next sentence) unless receiving the prior written consent of the Requisite Majority (such consent not to be unreasonably withheld) as well as a Rating Agency Confirmation in respect thereof. The Issuer will not, without a Special Rating Agency Confirmation, take any action to waive, repeal, amend, vary, supplement or otherwise modify the provision of its LLC Agreement which requires action or consent of its special member or limits actions of the Issuer with respect to voluntary insolvency proceedings or involuntary insolvency proceedings of the Issuer.

          (ii) The Issuer shall cause each party to any Operative Agreement, and each party to any other agreement to which the Issuer is a party that is incidental or related to any Operative Agreement, that in either such case renders the Issuer a debtor to such party, to covenant and agree that it shall not, prior to the date which is one year and one day (or if longer, the applicable preference period then in effect) after the payment in full of the Equipment Notes, acquiesce, petition or otherwise, directly or indirectly, invoke or cause the Issuer to invoke the process of any governmental authority for the purpose of commencing or sustaining a case against the Issuer under any federal or state bankruptcy, insolvency or similar law or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Issuer or any substantial part of its property or ordering the winding up or liquidation of the affairs of the Issuer. This provision shall survive the termination of this Indenture.

          (k) Payment of Principal, Premium, if any, and Interest. The Issuer will duly and punctually pay the principal, premium, if any, and interest on the Equipment Notes in accordance with the terms of this Indenture and the Equipment Notes.

          (l) Limitation on Employees. The Issuer will not employ or maintain any employees other than as required by any provisions of local law. Managers, officers and directors of the Issuer shall not be deemed to be employees for purposes of this Section 5.02(l).

          (m) Delivery of Rule 144A Information. To permit compliance with Rule 144A in connection with offers and sales of Equipment Notes, the Issuer will promptly furnish upon request of a Holder of an Equipment Note to such Holder and a prospective purchaser designated by such Holder, the information required to be delivered under Rule 144A(d)(4) if at the time of such request the Issuer is not a reporting company under Section 13 or Section 15(d) of the Exchange Act.

          (n) Administrator. If at any time there is not a Person acting as Administrator, the Issuer shall promptly appoint a qualified Person to perform any duties under this Indenture that the Administrator is obligated to perform until a replacement Administrator assumes the duties of the Administrator.

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          (o) Ratings of Equipment Notes. For so long as any Equipment Notes are Outstanding, the Issuer shall pay all fees of S&P and shall respond to reasonable requests for information from S&P from time to time in order to permit S&P to maintain a rating with respect to the Equipment Notes.

          (p) Separate Entity Characteristics. The Issuer shall at all times:

          (i) not commingle its assets with those of any Person, including any Affiliate, except with respect to the Customer Payment Account and as may occur from time to time due to misdirected payments;

          (ii) conduct its business separate from any direct or ultimate parent of the Issuer;

          (iii) maintain financial statements susceptible to audit, separate from those of any other Person showing its assets and liabilities separate and apart from those of any other Person;

          (iv) pay its own expenses and liabilities and pay the salaries of its own employees, if any, only from its own funds;

          (v) maintain an “arm’s-length relationship” with its Affiliates;

          (vi) except as contemplated by the Note Purchase Agreement referred to in the definition of Purchaser, not guarantee or become obligated for the debts of any other Person and not hold out its credit as being available to satisfy the debts or any other obligations of any other Person;

          (vii) use separate stationery, invoices and checks and hold itself out as a separate and distinct entity from any other Person;

          (viii) observe all limited liability company and other organizational formalities required by the law of its jurisdiction of formation;

          (ix) not acquire obligations or securities of any Person, except Permitted Investments and as otherwise contemplated in the Operative Agreements;

          (x) allocate fairly and reasonably any overhead expenses shared with any other Person, if any;

          (xi) except for the Security Interests and Permitted Encumbrances, not pledge its assets for the benefit of any other Person or make any loans or advances to any Person (but the Issuer may extend or forbear obligations of any Lessees under the related Leases in the ordinary course of business and in accordance with the provisions of the Management Agreement);

          (xii) correct any known misunderstanding regarding its separate identity from other Persons;

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          (xiii) maintain adequate capital in light of its contemplated business operations;

          (xiv) maintain books and records (in accordance with generally accepted accounting principles in the United States) separate from any other Person at its principal office which show a true and accurate record in United States dollars of all business transactions arising out of and in connection with the conduct of the Issuer and the operation of its business in sufficient detail to allow preparation of tax returns required to be prepared and the maintenance of the Indenture Accounts;

          (xv) maintain bank and other accounts (other than the Indenture Accounts), if any, separate from any other Person;

          (xvi) conduct its business in its own name; and

          (xvii) not take any actions that would be inconsistent with maintaining the separate legal identity of the Issuer.

     Section 5.03 Portfolio Covenants. The Issuer covenants with the Indenture Trustee as follows:

          (a) Railcar Dispositions. The Issuer will not sell, transfer or otherwise dispose of any Railcar or any interest therein, except that the Issuer may sell, transfer or otherwise dispose of or part with possession of (i) any Parts, or (ii) one or more Portfolio Railcars, as follows (any such sale, transfer or disposition described in clause (i), (ii) or (iii) of this Section 5.03(a), a “Permitted Railcar Disposition”):

          (i) A Railcar Disposition pursuant to a Permitted Purchase Option (a “Purchase Option Disposition”);

          (ii) A Railcar Disposition pursuant to receipt of insurance or other third party proceeds in connection with the Total Loss of a Portfolio Railcar (and any consequent later sale of such affected Railcar for scrap or salvage value) (an “Involuntary Railcar Disposition”); or

          (iii) A Railcar Disposition in the ordinary course of business (other than a Railcar Disposition as a result of a Total Loss or a Purchase Option Disposition) so long as the following conditions are complied with (a “Permitted Discretionary Sale”):

          (A) At the time of such Railcar Disposition, no Event of Default or Early Amortization Event shall have occurred and then be continuing.

          (B) The Issuer (or the Manager on its behalf) prior to such Railcar Disposition, as evidenced by an Officer’s Certificate to be delivered to the Indenture Trustee, shall have identified replacement Railcars for the Issuer to purchase meeting the criteria set forth in clauses “1” through “4” of clause (C) below (Railcars meeting such criteria, “Qualifying Replacement Railcars”),

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with such purchase expected to be made within 30 days of the date of the discretionary sale.

          (C) Such Railcars

          (1) must be of comparable remaining economic useful life to the Portfolio Railcars being sold,

          (2) must have an Appraisal showing an Initial Appraised Value,

          (3) must be under Lease with a remaining Lease term at least equal to two-thirds of the Lease term of the Portfolio Railcars being sold, and

          (4) must have been manufactured by Trinity or an Affiliate thereof, and must be purchased pursuant to the Asset Transfer Agreement.

          (D) With respect to the Portfolio Railcars to be sold pursuant to a Permitted Discretionary Sale (such Portfolio Railcars being referred to below as the “Sold Railcars”), each of the following conditions shall have been satisfied and the Indenture Trustee shall have received an Officer’s Certificate of the Issuer (or the Manager on its behalf) certifying as to the satisfaction of such conditions:

          (1) The Sold Railcars must be purchased from the Issuer by a third party that is not an Issuer Group Member.

          (2) The Net Disposition Proceeds realized in such sale must be at least 105% of the product of the Railcar Advance Rate and the Adjusted Value of such Sold Railcars.

          (3) Sold Railcars that were under Lease at the time of sale, if being replaced, must be replaced by Qualifying Replacement Railcars under Lease that generate at least the same amount of current monthly lease revenue and have a remaining Lease term at least equal to two-thirds of the Lease term of such Sold Railcars.

          (4) Sold Railcars that were not under Lease at the time of sale, if being replaced, must be replaced by Qualifying Replacement Railcars as to which, if not then under Lease, the Manager has a reasonable, good faith expectation that such Qualifying Replacement Railcars will generate at least the same amount of monthly lease revenue (once placed under Lease) as the Manager would have expected for the Sold Railcars.

          (E) The Net Disposition Proceeds must be deposited into the Mandatory Replacement Account.

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          (F) Such Railcar Disposition, after giving effect to the expected reinvestment, will not directly cause noncompliance with any Concentration Limit.

          (G) The Initial Appraised Value of the Qualifying Replacement Railcars acquired in connection with a Permitted Discretionary Sale must at least equal the Adjusted Value of the Sold Railcars at their time of sale (except to a de minimis extent).

          (H) The sum of (x) the Adjusted Value of the Portfolio Railcars to be sold in such Railcar Disposition, (y) the aggregate sum of the Adjusted Values of all Portfolio Railcars that the Issuer has sold in all Permitted Discretionary Sales and Purchase Option Dispositions and (z) the aggregate Adjusted Value of all Portfolio Railcars then subject to a Lease containing a purchase option, does not exceed 35% of the highest aggregate Adjusted Value of all Portfolio Railcars held by the Issuer at any particular time up to the related date of sale.

          (I) The Adjusted Value of the Portfolio Railcars to be sold in such Railcar Disposition, in the aggregate with the aggregate sum of the Adjusted Values of all Portfolio Railcars that the Issuer has sold in any Permitted Discretionary Sales or Purchase Option Dispositions, does not exceed 15% of the average, for each of the previous twelve Payment Dates, of the aggregate sum of the Adjusted Values of all Portfolio Railcars for such Payment Dates (or, if fewer than twelve Payment Dates have passed, such average for all such Payment Dates).

          (iv) With respect to a Permitted Railcar Disposition constituting a Purchase Option Disposition or Involuntary Railcar Disposition, the Issuer will, if not electing to deposit such proceeds directly into the Collections Account, deposit the related Net Disposition Proceeds into the Optional Reinvestment Account for application, within the Replacement Period, to a purchase of Qualifying Replacement Railcars in a Replacement Exchange (as contemplated and provided in Section 3.05).

          (b) Railcar Acquisitions. The Issuer will not purchase or otherwise acquire a Railcar (or an interest therein) other than the Initial Railcars or any interest therein, except that the Issuer will be permitted to: (i) purchase or otherwise acquire, directly or indirectly, one or more Railcars constituting Qualifying Replacement Railcars in connection with any Replacement Exchange, or (ii) acquire one or more additional Railcars pursuant to a capital contribution from the Member, so long as, in each case of clause (i) and (ii) (except as indicated below), each of the following requirements are satisfied on or prior to such purchase or other acquisition:

          (A) in the case of clause (i) only, no Event of Default or Early Amortization Event shall have occurred and be continuing or would directly result therefrom;

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          (B) after giving effect to the acquisition, the Portfolio will comply with the Concentration Limits;

          (C) the Railcars being acquired have an Appraisal showing an Initial Appraised Value;

          (D) the Purchase Price for each such Railcar does not exceed its Initial Appraised Value;

          (E) the Railcars being acquired were manufactured by Trinity or an Affiliate, and are acquired pursuant to the Asset Transfer Agreement;

          (F) except in connection with Railcars being acquired in a Replacement Exchange for Portfolio Railcars that were not subject to a Lease at the time of the disposition thereof by the Issuer, the Railcars being acquired are each subject to a Permitted Lease; and all actions (including the applicable UCC, STB or Registrar General of Canada filings) shall have been taken to cause the Railcars being assigned to be subject to a first priority security interest in favor of the Indenture Trustee for the benefit of the Secured Parties (provided that no such actions will be required to be taken in Mexico); and

          (G) that the Railcars will be free and clear of Encumbrances other than Permitted Encumbrances.

          (c) Permitted Railcar Acquisition. A Railcar acquisition by the Issuer complying with the provisions in subsection (b) immediately above constitutes a “Permitted Railcar Acquisition”. If two or more Railcars are being acquired in a Permitted Railcar Acquisition, the foregoing requirements in subsection (b) will be determined on an aggregate basis.

          (d) Modification Payments and Capital Expenditures. The Issuer will not make any capital expenditures for the purpose of effecting any optional improvement or modification of any Portfolio Railcar or Parts outside of the ordinary course of business, except that the Issuer may make Optional Modifications and Required Modifications in its discretion and subject to the following limitations on the manner in which such Required Modifications and Optional Modifications may be funded:

          (i) Required Modifications may be funded out of the Expense Account in accordance with Section 3.06; and

          (ii) Optional Modifications may be funded from distributions to the Issuer pursuant to the Flow of Funds, or from capital contributions to the Issuer.

In the case of any Optional Modification, the Issuer prior to undertaking such Optional Modification shall have determined, based upon consultation with the Manager, that the Optional Modification is not expected to decrease the value or marketability of the Portfolio Railcar as a result of the expenditure on such Optional Modification.

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          (e) Leases.

          (i) The Issuer will not surrender possession of any Portfolio Railcar to any Person (other than the Manager pursuant to the Management Agreement) other than for purposes of maintenance or overhaul or pursuant to a Permitted Lease or for storage purposes pending the Manager’s procurement of a Permitted Lease thereon.

          (ii) The Issuer will, and will cause the Manager in general to use its pro forma lease agreement or agreements, as such pro forma lease agreement or agreements may be revised for purposes of the Issuer specifically or generally from time to time by the Manager (collectively, the “Pro Forma Lease”), for use by the Manager on behalf of the Issuer as a starting point in the negotiation of Future Leases. However, with respect to any Future Lease entered into in connection with (x) the renewal or extension of a related Lease, (y) the leasing of a Portfolio Railcar to a Person that is or was a Lessee under a pre-existing Lease, or (z) the leasing of a Portfolio Railcar to a Person that is or was a Lessee under an operating lease of a Railcar that is being managed or serviced by the Manager (such Future Lease, a “Renewal Lease”), a form of lease substantially similar to such pre-existing Lease or operating lease (a “Precedent Lease”), as the case may be, may be used by the Manager, in lieu of the Pro Forma Lease on behalf of the Issuer as a starting point in the negotiation of such Future Lease. The terms of the Pro Forma Lease may be revised from time to time by the Manager, provided that any such revisions shall be consistent with a Lease originated thereunder being a Permitted Lease.

          (f) Concentration Limits. The Issuer will not sell, purchase, otherwise take any action with respect to any Portfolio Railcar if entering into such proposed sale, or other action would cause the Portfolio to no longer comply with the Concentration Limits; provided, that the foregoing restriction shall not apply to the renewal by the Issuer of an Existing Lease. Also, the Issuer will not consummate a Permitted Discretionary Sale if the effect of such action is or would be to cause noncompliance with any Concentration Limit.

     Section 5.04 Operating Covenants. The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) neither the Issuer nor the Manager has consented to such Third Party Event; and (ii) the Issuer (or the Manager on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

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          (a) Ownership. The Issuer will (i) on all occasions on which the ownership of each Portfolio Railcar is relevant, make it clear to third parties that title to the same is held by the Issuer, and (ii) not do, or knowingly permit to be done, or omit, or knowingly permit to be omitted, any act or thing which might reasonably be expected to jeopardize the rights of the Issuer as owner of each Portfolio Railcar, except as contemplated by the Operative Agreements.

          (b) Compliance with Law; Maintenance of Permits. The Issuer will (i) comply in all material respects with all Applicable Laws, (ii) obtain all material governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required for the use and operation of the Portfolio Railcars owned by it, (iii) not cause or knowingly permit, directly or indirectly, any Lessee to operate any Portfolio Railcar under any related Lease in any material respect contrary to any Applicable Law, and (iv) not knowingly permit, directly or indirectly, any Lessee not to obtain all material governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required for such Lessee’s use and operation of any Portfolio Railcar under any related operating Lease.

          (c) Forfeiture. The Issuer will not do anything, and will not knowingly permit, directly or indirectly, any Lessee to do anything, which may reasonably be expected to expose any Portfolio Railcar to forfeiture, impoundment, detention, appropriation, damage or destruction (other than any forfeiture, impoundment, detention or appropriation which is being contested in good faith by appropriate proceedings) unless (i) adequate resources have been made available by the Issuer or the applicable Lessee for any payment which may arise or be required in connection with such forfeiture, impounding, detention or appropriation or proceedings taken in respect thereof, and (ii) such forfeiture, impounding, detention or appropriation or the continued existence thereof does not give rise to any material likelihood of the assets to which such forfeiture, impounding, detention or appropriation relates or any interest in such assets being sold, permanently forfeited or otherwise lost. In the event of a forfeiture, impoundment, detention or appropriation of such Portfolio Railcar not constituting a Total Loss, the Issuer will use all commercially reasonable efforts to obtain the prompt release of such Portfolio Railcar.

          (d) Maintenance of Assets. The Issuer will, with respect to each Portfolio Railcar under Lease, cause, directly or indirectly, such Portfolio Railcar to be maintained in a state of repair and condition consistent with the reasonable commercial practice of leading railcar operating lessors with respect to similar railcars under lease, taking into consideration, among other things, the identity of the relevant Lessee (including the credit standing and operating experience thereof), the age and condition of the Portfolio Railcar and the jurisdiction in which the Portfolio Railcar is or will be operated or in which the Lessee is based. In addition, the Issuer will, with respect to each Portfolio Railcar that is not subject to a Lease, maintain such Portfolio Railcar in a state of repair and condition consistent with the reasonable commercial practice of leading railcar operating lessors with respect to railcars not under lease.

          (e) Notification of Loss, Theft, Damage or Destruction. The Issuer will notify the Indenture Trustee, the Administrator, and the Manager, in writing, as soon as the Issuer becomes aware of any loss, theft, damage or destruction to any Portfolio Railcar or Portfolio Railcars if the potential cost of repair or replacement of such assets (without regard to any insurance claim related thereto) may exceed $1,000,000.

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          (f) Insurance. The Issuer covenants with the Indenture Trustee as follows:

          (i) Insurance. The Issuer will at all times after the Closing Date, at its own expense, keep or cause the Insurance Manager under the Insurance Agreement to keep each Portfolio Railcar insured with insurers of recognized responsibility with a rating of at least A- by A.M. Best Company (or a comparable rating by a nationally or internationally recognized rating group of comparable stature) or by other insurers approved in writing by the Requisite Majority, which approval shall not be unreasonably withheld, in amounts and against risks and with deductibles and terms and conditions not less beneficial to the insured thereunder than the insurance, if any, maintained by the Manager with respect to similar equipment which it owns or leases, but in no event shall such coverage be for amounts or against risks less than the Prudent Industry Practice.

          (ii) Additional Insurance. In the event that the Issuer shall fail to maintain insurance as herein provided, the Indenture Trustee may at its option, upon prior written notice to the Issuer, provide such insurance and, in such event, the Issuer shall, upon demand from time to time reimburse the Indenture Trustee for the cost thereof together with interest from the date of payment thereof at the Stated Rate on the Equipment Notes, on the amount of the cost to the Indenture Trustee of such insurance which the Issuer shall have failed to maintain. If after the Indenture Trustee has provided such insurance, the Issuer then obtains the coverage provided for in Section 5.04(f) which was replaced by the insurance provided by the Indenture Trustee, and the Issuer provides the Indenture Trustee with evidence of such coverage reasonably satisfactory to the Indenture Trustee, the Indenture Trustee shall cancel the insurance it has provided pursuant to the first sentence of this Section 5.04(f)(ii). In such event, the Issuer shall reimburse the Indenture Trustee for all costs to the Indenture Trustee of cancellation, including without limitation any short rate penalty, together with interest from the date of the Indenture Trustee’s payment thereof at the Stated Rate on the Equipment Notes. In addition, at any time the Indenture Trustee may at its own expense carry insurance with respect to its interest in the Portfolio Railcars, provided that such insurance does not interfere with the Issuer’s ability to insure the Portfolio Railcars as required by this Section 5.04(f) or adversely affect the Issuer’s insurance or the cost thereof, it being understood that all salvage rights to each Portfolio Railcar shall remain with the Issuer’s insurers at all times. Any insurance payments received from policies maintained by the Indenture Trustee pursuant to the previous sentence shall be retained by the applicable Person obtaining such insurance without reducing or otherwise affecting the Issuer’s obligations hereunder, other than with respect to Portfolio Railcars, with respect to which such payments have been made.

          (g) No Accounts. Except as contemplated herein, the Issuer will not have an interest in any deposit account or securities account (other than the Indenture Accounts and other than any account which may be required to be established as a necessary consequence of or in order to invest in or otherwise acquire a Permitted Investment) unless (i) any such further account and the Issuer’s interest therein shall be further charged or otherwise secured in favor of the Indenture Trustee for the benefit of the Secured Parties and (ii) any such further account is held in the custody of and under the “control” (as such term is defined in the UCC) of the Indenture Trustee.

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          (h) Notices. If at any time any creditor of the Issuer seeks to enforce any judgment or order of any competent court or other competent tribunal against any of the Collateral, the Issuer shall (i) promptly give written notice to such creditor and to such court or tribunal of the Indenture Trustee’s interests in the Collateral, (ii) if at any time an examiner, administrator, administrative receiver, receiver, trustee, custodian, sequestrator, conservator or other similar appointee (an “Insolvency Appointee”) is appointed in respect of any secured creditor or any of their assets, promptly give notice to such appointee of the Indenture Trustee’s interests in the Collateral and (iii) notify the Indenture Trustee thereof in either case of clauses (i) and (ii) above. The Issuer will not voluntarily appoint or cause to be appointed or commence any proceeding to appoint any Insolvency Appointee over all or any of its property.

          (i) Compliance with Agreements. The Issuer will comply with and perform all its obligations under this Indenture, the Issuer Documents and the other Operative Agreements to which the Issuer is a party.

          (j) Information. The Issuer will at all times give to the Indenture Trustee such information as the Indenture Trustee may reasonably require for the purpose of the discharge of the powers, rights, duties, authorities and discretions vested in it hereunder, under any other Issuer Document or by operation of Applicable Law.

          (k) Further Assurances.

          (i) The Issuer will comply with all reasonable directions given to it by the Indenture Trustee to perfect the Security Interests in the Collateral (except to the extent provided in the Granting Clauses herein). The Issuer will execute such further documents and do all acts and things as the Indenture Trustee may reasonably require at any time or times to give effect to this Indenture, the Issuer Documents and the relevant Operative Agreements.

          (ii) Without limiting the foregoing, from time to time, the Issuer shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, and shall make or cause to be made such filings with the STB and with the Registrar General of Canada and take or cause to be taken such similar actions as are described in the Granting Clauses under “Priority”, all in such manner and in such places as may be required by law (or deemed desirable by the Indenture Trustee) to fully perfect, preserve, maintain and protect the security interest of the Indenture Trustee for the benefit of the Secured Parties in the Portfolio Railcars, related Leases and other Collateral granted hereby (including without limitation any such Portfolio Railcars acquired by the Issuer from time to time after the Closing Date), including in the proceeds thereof, it being understood that the Issuer shall not be required to make (to to cause to be made) any filings in Mexico. The Issuer shall deliver (or cause to be delivered) to the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, following such filing in accordance herewith. In the event that the Issuer fails to perform its obligations under this subsection, the Indenture Trustee may perform such obligations, at the expense of the Issuer, and the Issuer hereby authorizes the Indenture Trustee and grants to the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perform such obligations in the Issuer’s

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own name and on behalf of the Issuer, as are necessary or desirable, in the determination of the Indenture Trustee, as applicable.

          (l) Stamping of the Leases. Within thirty (30) days after the applicable Delivery Date with respect to a Lease (or, in the case of a Future Lease, the date of origination of such Future Lease), the Issuer will cause the Manager to stamp on or otherwise affix to each Rider evidencing the same, the following legend:

     “This Lease is subject to a security interest in favor of Wilmington Trust Company, as Indenture Trustee, pursuant to the Indenture dated as of October 25, 2010 between Trinity Rail Leasing 2010 LLC, and Wilmington Trust Company, as Indenture Trustee.”

          Without limiting the generality of the foregoing, the Issuer will (i) execute and deliver to the Indenture Trustee, on behalf of the Secured Parties, such financing or continuation statements or continuation statements in lieu, or amendments thereto, and such other instruments or notices, as may be necessary or desirable, or as the Indenture Trustee may reasonably request, in order to perfect and preserve the pledge, transfer, assignment, Security Interests granted or purported to be granted hereby, (ii) if any Collateral shall be evidenced by a promissory note or other instrument, deliver and pledge to the Indenture Trustee, on behalf of the Secured Parties, such note or instrument, duly indorsed or accompanied by duly executed instruments of transfer or assignment in blank and undated, all in form and substance reasonably satisfactory to the Indenture Trustee, and (iii) deliver to the Indenture Trustee, on behalf of the Secured Parties, promptly upon receipt thereof all instruments representing or evidencing any of the Collateral, duly endorsed or accompanied by duly executed instruments of transfer or assignment in blank and undated, all in form and substance reasonably satisfactory to the Indenture Trustee.

          (m) No Effect on Security Interest. Except as otherwise provided in this Indenture or other Operative Agreements, the Issuer will not agree to the amendment of any Issuer Document unless the Indenture Trustee has confirmed to the Issuer that it has received from legal counsel reasonably acceptable to it an opinion to the effect that such amendment will not result in the Security Interests being prejudiced (the reasonable expenses of such opinion to be paid by the Issuer).

          (n) Restrictions on Amendments to Assigned Agreements and Certain Other Actions. (i) The Issuer will not take, or knowingly permit to be taken, any action which would amend, terminate or discharge or prejudice the validity or effectiveness or priority of the Security Interests or permit any party to any of the Issuer Documents whose obligations form part of the security created by this Indenture to be released from such obligations except, in each case as permitted or contemplated by this Indenture, or the other Issuer Documents or the Operative Agreements, (ii) without the prior written consent of the Indenture Trustee (acting at the Direction of the Requisite Majority), the Issuer shall not, directly or indirectly, (A) cancel or terminate, or consent to or accept any cancellation or termination of, or amend, modify or change in any manner, any Assigned Agreement or any term or condition thereof or (B) waive any default under, or any breach of or noncompliance with any term or condition of, any Assigned Agreement or authorize or approve, or consent to, any of the foregoing and (iii) the Issuer will not knowingly take, or knowingly permit to be taken, any action which, other than the

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performance of its obligations under the Issuer Documents and the Operative Agreements, would reasonably be expected to result in the lowering or withdrawal of the then current rating of any Equipment Note by the Rating Agency.

          (o) Subsidiaries. Except with the consent of the Indenture Trustee (acting at the Direction of the Requisite Majority), the Issuer will not have or establish any Subsidiaries.

          (p) Restriction on Asset Dealings. The Issuer shall not sell, transfer, release or otherwise dispose of any of, or grant options, warrants or other rights with respect to, any of its assets to any Person other than as expressly permitted or contemplated in the Operative Agreements.

          (q) Organizational Documents. Subject to Section 5.02(j), the Issuer shall not amend, modify or supplement its organizational documents or change its jurisdiction of organization without the consent of the Requisite Majority, which consent shall not be unreasonably withheld.

          (r) Management Agreement and Administrative Services Agreement. The Issuer shall at all times be a party to the Management Agreement and shall, if necessary, take any steps required of it in connection with the appointment of any Successor Manager thereunder. The Issuer shall at all times be a party to the Administrative Services Agreement or a substitute agreement substantially similar thereto.

          (s) Insurance Agreement. The Issuer shall at all times be a party to the Insurance Agreement and shall, if necessary, take any steps required of it in connection with the appointment of any Successor Insurance Manager thereunder.

          (t) Condition. The Issuer, at its own cost and expense, shall maintain, repair and keep each Portfolio Railcar, and cause the Manager under the Management Agreement to maintain, repair and keep each Portfolio Railcar, (i) according to Prudent Industry Practice and in all material respects, in good working order, and in good physical condition for railcars of a similar age and usage, normal wear and tear excepted, (ii) in a manner in all material respects consistent with maintenance practices used by the Manager, in respect of railcars owned, leased or managed by the Manager similar in type to such Portfolio Railcar or with respect to any Portfolio Railcar that is subject to a Net Lease, maintenance practices used by the applicable Lessee, in respect of railcars similar in type to such Portfolio Railcar used by such Lessee on its domestic routes in the United States (provided, however that after the return to the Manager of any Portfolio Railcar which was subject to a Net Lease immediately prior to such return, such Portfolio Railcar shall be maintained and repaired in all material respects in a manner consistent with maintenance practices used by the Manager in respect of railcars owned, leased or managed by the Manager similar in type to such Portfolio Railcar), (iii) in accordance with all manufacturer’s warranties in effect but only to the extent that the lack of compliance therewith would reasonably be expected to adversely affect the coverage thereunder and in accordance with all applicable provisions, if any, of insurance policies required to be maintained pursuant to Section 5.04 and (iv) in compliance in all material respects with any applicable laws and regulations from time to time in effect, including, without limitation, the Field Manual of the AAR, FRA rules and regulations and Interchange Rules as they apply to the maintenance and

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operation of the Portfolio Railcars in interchange regardless of upon whom such applicable laws and regulations are nominally imposed; provided, however, that, so long as the Manager or, with respect to any Portfolio Railcar subject to a Lease which is a Net Lease, the applicable Lessee, as the case may be, is similarly contesting such law or regulation with respect to all other similar equipment owned or operated by Manager or, with respect to any Portfolio Railcar subject to a Net Lease, the applicable Lessee, as the case may be, the Issuer (or such Lessee) may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of any such standard, rule or regulation in any manner that does not (w) materially interfere with the use, possession, operation or return of any of the Portfolio Railcars, (x) materially adversely affect the rights or interests of the Indenture Trustee in the Portfolio Railcars, (y) expose any Secured Party or the Indenture Trustee to criminal sanctions or (z) violate any maintenance requirements contained in any insurance policy required to be maintained by the Issuer under this Indenture if such violation would reasonably be expected to adversely affect the coverage thereunder; provided further, that the Issuer shall promptly notify the Indenture Trustee in reasonable detail of any such contest upon the Issuer or the Manager becoming aware thereof. In no event shall the Issuer discriminate in any material respect as to the use or maintenance of any Portfolio Railcar (including the periodicity of maintenance or recordkeeping in respect of such Portfolio Railcar) as compared to equipment of a similar nature which the Manager owns or manages. The Issuer will maintain in all material respects all records, logs and other materials required by relevant industry standards or any governmental authority having jurisdiction over the Portfolio Railcars required to be maintained in respect of any Portfolio Railcar.

          (u) [Reserved].

          (v) Use. The Issuer shall be entitled to the possession of the Portfolio Railcars and to the use of the Portfolio Railcars by it or any Affiliate in the United States and subject to the remaining provisions of this subsection, Canada and Mexico, only in the manner for which the Portfolio Railcars were designed and intended and so as to subject the Portfolio Railcars only to ordinary wear and tear. In no event shall the Issuer use, store or permit the use or storage of any Portfolio Railcar in any jurisdiction not included in the insurance coverage required by Section 5.04(f). The Portfolio Railcars shall be used primarily on domestic routes in the United States and on routes in Canada, and in no event shall the mileage usage of the Portfolio Railcars in interchange within Mexico exceed twenty percent (20%) of the total mileage usage of the Portfolio Railcars in interchange in the aggregate (as determined by mileage records and measured at the end of each calendar year).

          (w) Custody of Portfolio Leases. Promptly after entering into a Future Lease, the Issuer shall deliver a Rider constituting a Chattel Paper Original to the Indenture Trustee in accordance with the provisions hereof.

          (x) Portfolio Railcar Total Loss. In the event that any Portfolio Railcar shall suffer a Total Loss, the Issuer shall (or shall cause the Manager to) promptly and fully inform the Indenture Trustee of such Total Loss once becoming aware of the same.

          (y) Certain Reports. No later than ten Business Days following April 30, 2011 (or December 31, 2010 with respect to clause (iii) below), and no later than ten Business Days following each April 30 (or each March 31, June 30, September 30 and December 31, with

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respect to clause (iii) below) thereafter, the Issuer will furnish (or cause the Manager under the Management Agreement to furnish) to the Indenture Trustee and the Rating Agency an accurate statement, as of the preceding December 31 (or as of the preceding calendar quarter with respect to clause (iii) below) (i) showing the amount, description and reporting marks of the Portfolio Railcars, the amount, description and reporting marks of all Portfolio Railcars that may have suffered a Total Loss during the twelve months ending on such December 31 (or since the Closing Date, in the case of the first such statement), and such other information regarding the condition or repair of the Portfolio Railcars as the Indenture Trustee may reasonably request, (ii) stating that in the case of all Portfolio Railcars repainted during the period covered by such statement, the markings required by Section 2.2(i) of the Management Agreement shall have been preserved or replaced, (iii) showing the percentage of use in Canada and Mexico based on the total mileage traveled by the Portfolio Railcars for the prior calendar quarter as reported to the Manager by railroads (or Lessees in the case of Net Leases, as applicable) and (iv) stating that, except as disclosed therein, the Issuer is not aware of any condition of any Portfolio Railcar which would cause such Portfolio Railcar not to comply in any material respect with the rules and regulations of the FRA and the interchange rules of the Field Manual of the AAR as they apply to the maintenance and operation of the Portfolio Railcars in interchange and any other requirements hereunder.

          (z) Inspection.

          (i) Upon the occurrence of an Event of Default or a Manager Termination Event, the Indenture Trustee, at the Direction of the Requisite Majority, together with the agents, representatives, accountants and legal and other advisors of each of the foregoing (collectively, the “Inspection Representatives”), shall have the right to (A) conduct a field examination of a reasonable representative sample of the Portfolio Railcars, which may not in any event in the first instance exceed 100 Portfolio Railcars (each such inspection, a “Unit Inspection”), (B) (I) inspect all documents (the “Related Documents”), including, without limitation, all related Leases, insurance policies, warranties or other agreements, relating to the Portfolio Railcars and the other Collateral (each such inspection, a “Related Document Inspection”) and (II) inspect each of the Issuer’s and the Manager’s books, records and databases (which shall include reasonable access to the Issuer’s and the Manager’s computers and computer records to the extent necessary to determine compliance with the Operative Agreements) (collectively, the “Books and Records”) with respect to the Portfolio Railcars and the other Collateral and the Related Documents (including without limitation data supporting all reporting requirements under the Operative Agreements) (each such inspection, a “Books and Records Inspection”) and (C) discuss (I) the affairs, finances and accounts of the Issuer (with respect to itself) and the Manager (with respect to itself and the Issuer) and (II) the Portfolio Railcars and the other Collateral, the Related Documents and the Books and Records, in each case with the principal executive officer and the principal financial officer of each of the Issuer and the Manager, as applicable (the foregoing clauses (I) and (II) a “Company Inspection”) (the Unit Inspections, the Related Document Inspections, the Books and Records Inspections and the Company Inspections described in clauses (A), (B) and (C), collectively, the “Inspections”).

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          (ii) All Inspections shall be at the sole cost and expense of the Issuer (including the reasonable legal and accounting fees, costs and expenses incurred by the Indenture Trustee, and its Inspection Representatives). All Inspections shall be conducted upon reasonable request and notice to the Issuer (with respect to itself) and the Manager (with respect to itself and the Issuer) and shall (A) be conducted during normal business hours, (B) be subject to the Issuer’s and the Manager’s customary security procedures, if any, and (C) not unreasonably disrupt the Issuer’s or the Manager’s business.

          (iii) If in connection with or as a result of the initial Railcar Inspection, the Indenture Trustee determines, in its sole discretion, that an Inspection Issue (as defined below) has occurred, then the Indenture Trustee shall have the right to conduct additional Inspections from time to time consisting of additional samplings of Portfolio Railcars in numbers that the Indenture Trustee or its Inspection Representative determines to be a reasonable sampling (each, an “Additional Inspection” and collectively, “Additional Inspections”) sufficient to confirm the scope of any such Inspection Issues. “Inspection Issue” means the discovery that a material portion of the Portfolio Railcars inspected are not being used or maintained in a manner that complies with the requirements of this Indenture.

          Without prejudice to the right to conduct Inspections, all parties granted inspection rights hereunder shall confer with a view toward coordinating their conduct with respect to the Inspections in order to minimize the costs thereof and business disruption attendant thereto.

          (aa) Modifications.

          (i) Required Modifications. In the event a Required Modification to a Portfolio Railcar is required, the Issuer agrees to make or cause to be made such Required Modification at its own expense; provided, that the Issuer (or applicable Lessee) may, in good faith and by appropriate proceedings diligently conducted, contest the validity or application of the law, rule, requirement or regulation requiring such Required Modification in any manner that does not (w) materially interfere with the use, possession, operation, maintenance or return of any Portfolio Railcar, (x) materially adversely affect the rights or interests of the Issuer or the Indenture Trustee in the Portfolio Railcars, (y) expose the Issuer or the Indenture Trustee to criminal sanctions, or (z) violate any maintenance requirements contained in any insurance policy required to be maintained by the Issuer under this Indenture if such violation would reasonably be expected to adversely affect the coverage thereunder; provided further, that the Issuer shall notify (or cause to be notified) the Indenture Trustee thereof, which notice shall also set forth the time period for the making of such Required Modification and the Issuer’s or Manager’s reasonable estimate of the cost thereof.

          (ii) Optional Modifications. The Issuer at any time may or may permit a Lessee to, in its discretion and at its own or such Lessee’s cost and expense, modify, alter or improve any Portfolio Railcar in a manner which is not a Required Modification; provided that (A) no such optional modification shall diminish the fair market value,

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utility or remaining economic useful life of such Portfolio Railcar below the fair market value, utility or remaining economic useful life thereof immediately prior to such optional modification, in more than a de minimis respect, assuming such Portfolio Railcar was then at least in the condition required to be maintained by the terms of this Indenture and (B) the Issuer, or the Manager on its behalf, shall conclude in good faith that the proposed optional modification is likely to enhance the marketability of the Portfolio Railcar (or such optional modification is requested by a Lessee).

ARTICLE VI

THE INDENTURE TRUSTEE

     Section 6.01 Acceptance of Trusts and Duties. If a Default has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. The duties and responsibilities of the Indenture Trustee shall be as expressly set forth herein, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee. The Indenture Trustee accepts the trusts hereby created and applicable to it and agrees to perform the same but only upon the terms of this Indenture and agrees to receive and disburse all moneys received by it in accordance with the terms hereof. The Indenture Trustee in its individual capacity shall not be answerable or accountable under any circumstances, except for its own willful misconduct or negligence or bad faith or breach of its representations, warranties and/or covenants and the Indenture Trustee shall not be liable for any action or inaction of the Issuer or any other parties to any of the Operative Agreements.

     Section 6.02 Absence of Duties. The Indenture Trustee shall have no duty to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of any Lessee. Notwithstanding the foregoing, the Indenture Trustee, upon written request, shall furnish to each Noteholder, promptly upon receipt thereof, duplicates or copies of all reports, Notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Trustee under this Indenture.

     Section 6.03 Representations or Warranties. The Indenture Trustee does not make and shall not be deemed to have made any representation or warranty as to the validity, legality or enforceability of this Indenture, the Equipment Notes, any other securities or any other document or instrument or as to the correctness of any statement contained in any thereof, except that the Indenture Trustee in its individual capacity hereby represents and warrants (i) that each such specified document to which it is a party has been or will be duly executed and delivered by one of its officers who is and will be duly authorized to execute and deliver such document on its behalf, and (ii) this Indenture is the legal, valid and binding obligation of WTC, enforceable against WTC in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.

     Section 6.04 Reliance; Agents; Advice of Counsel. The Indenture Trustee shall incur no liability to anyone acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine

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and believed by it to be signed by the proper party or parties. The Indenture Trustee may accept a copy of a resolution of, in the case of the Issuer, and in the case of any other party to any Operative Agreement, the governing body of such Person, certified in an accompanying Officer’s Certificate as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Indenture Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall furnish to the Manager or the Administrator upon written request such information and copies of such documents as the Indenture Trustee may have and as are necessary for the Manager or the Administrator to perform its duties under Articles II and III hereof. The Indenture Trustee shall assume, and shall be fully protected in assuming, that the Issuer is authorized by its constitutional documents to enter into this Indenture and to take all action permitted to be taken by it pursuant to the provisions hereof, and shall not inquire into the authorization of the Issuer with respect thereto.

     The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers or for any action it takes or omits to take in accordance with the Direction of the Holders in accordance herewith relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture.

     The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder.

     The Indenture Trustee may consult with counsel as to any matter relating to this Indenture and any Opinion of Counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.

     The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or Direction of any of the Holders, pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

     The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and

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none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible or liable for the manner of performance of, any obligations of the Issuer or the Administrator under this Indenture or any of the Operative Agreements.

     The Indenture Trustee shall not be liable for any losses or Taxes (except for Taxes relating to any compensation, fees or commissions of any entity acting in its capacity as Indenture Trustee hereunder) or in connection with the selection of Permitted Investments or for any investment losses resulting from Permitted Investments unless the entity that is the Indenture Trustee is the issuer or the obligor of such a Permitted Investment.

     When the Indenture Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 4.01(f) or 4.01(g) hereof, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally.

     The Indenture Trustee shall not be charged with knowledge of an Event of Default unless a Responsible Officer of the Indenture Trustee obtains actual knowledge of such event or the Indenture Trustee receives written notice of such event from the Issuer, the Administrator or Noteholders owning Equipment Notes aggregating not less than 10% of the Outstanding Principal Balance of the Equipment Notes.

     The Indenture Trustee shall have no duty to monitor the performance of the Issuer, the Manager, the Administrator or any other party to the Operative Agreements, nor shall it have any liability in connection with the malfeasance or nonfeasance by such parties. The Indenture Trustee shall have no liability in connection with compliance by the Issuer, the Manager, the Administrator or any Lessee under a Lease with statutory or regulatory requirements related to any Railcar or any Lease. The Indenture Trustee shall not make or be deemed to have made any representations or warranties with respect to any Railcar or any Lease or the validity or sufficiency of any assignment or other disposition of any Railcar or any Lease.

     The Indenture Trustee shall not be liable for any error of judgment reasonably made in good faith by an officer or officers of the Indenture Trustee, unless it shall be determined by a court of competent jurisdiction in a non-appealable judgment that the Indenture Trustee was negligent in making such judgment.

     Except as expressly set forth in the Operative Agreements, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper document, unless any such Operative Agreement directs the Indenture Trustee to make such investigation.

     The Indenture Trustee shall have no obligation to invest and reinvest any cash held in the Indenture Accounts in the absence of timely and specific written investment direction from the Administrator or as expressly provided herein. In no event shall the Indenture Trustee be liable for the selection of investments or for investment losses incurred thereon in accordance with the Operative Agreements. The Indenture Trustee shall have no liability in respect of losses incurred

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as a result of the liquidation of any investment prior to its stated maturity in accordance with the Operative Agreements or by any other Person or the failure of the Administrator to provide timely written investment direction.

     Section 6.05 Not Acting in Individual Capacity. The Indenture Trustee acts hereunder solely as trustee unless otherwise expressly provided; and all Persons, other than the Noteholders to the extent expressly provided in this Indenture, having any claim against the Indenture Trustee by reason of the transactions contemplated hereby shall look, subject to the lien and priorities of payment as herein provided, only to the property of the Issuer for payment or satisfaction thereof.

     Section 6.06 No Compensation from Noteholders. The Indenture Trustee agrees that it shall have no right against the Noteholders for any fee as compensation for its services hereunder.

     Section 6.07 Notice of Defaults. As promptly and soon as practicable after, and in any event within thirty (30) days after, the occurrence of any Default hereunder, the Indenture Trustee shall transmit by mail to the Issuer and the Noteholders holding Equipment Notes, notice of such Default hereunder actually known to a Responsible Officer of the Indenture Trustee, unless such Default shall have been cured or waived; provided, however, that, except in the case of a Default on the payment of the interest, principal, or premium, if any, on any Equipment Note, the Indenture Trustee shall be fully protected in withholding such notice if and so long as a trust committee of Responsible Officers of the Indenture Trustee in good faith determines that the withholding of such notice is in the interests of the Noteholders.

     Section 6.08 Indenture Trustee May Hold Securities. The Indenture Trustee, any Paying Agent, the Note Registrar or any of their Affiliates or any other agent in their respective individual or any other capacity, may become the owner or pledgee of securities and, may otherwise deal with the Issuer with the same rights it would have if it were not the Indenture Trustee, Paying Agent, Note Registrar or such other agent.

     Section 6.09 Corporate Trustee Required; Eligibility. There shall at all times be an Indenture Trustee which shall meet the Eligibility Requirements. If such corporation publishes reports of conditions at least annually, pursuant to law or to the requirements of federal, state, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section 6.09, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of conditions so published. In case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 6.09 to act as Indenture Trustee, the Indenture Trustee shall resign immediately as Indenture Trustee in the manner and with the effect specified in Section 7.01 hereof.

     Section 6.10 Reports by the Issuer. The Issuer shall furnish to the Indenture Trustee, within 120 days after the end of each fiscal year, a brief certificate from the principal executive officer, principal accounting officer or principal financial officer of the Administrator, as applicable, as to his or her knowledge of the Issuer’s compliance with all conditions and covenants under this Indenture (it being understood that for purposes of this Section 6.10, such

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compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture).

     Section 6.11 Compensation. The Issuer covenants and agrees to pay to the Indenture Trustee from time to time, and the Indenture Trustee shall be entitled to, the fees and expenses separately agreed in writing between the Issuer and the Indenture Trustee, and will further pay or reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any of the provisions hereof or any other documents executed in connection herewith (including the reasonable compensation and the reasonable expenses and disbursements of its counsel and of all persons not regularly in its employ).

     Section 6.12 Certain Rights of the Requisite Majority. Each of the Indenture Trustee and by its acceptance of the Equipment Notes, the Noteholders, hereby agrees that, if the Indenture Trustee shall fail to act in accordance with Direction by the Requisite Majority (with respect to the Equipment Notes as a whole) at any time at which it is so required to act hereunder or under any other Operative Agreement, then the Requisite Majority shall be entitled to take such action directly in its own capacity or on behalf of the Indenture Trustee. If the Indenture Trustee fails to act in accordance with Direction by the Requisite Majority when so required to act under any Operative Agreement, then the Indenture Trustee shall, upon the further Direction of the Requisite Majority, irrevocably appoint the Requisite Majority, and any authorized agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the name of the Indenture Trustee or its own name, to take any and all actions that the Indenture Trustee is authorized to take under any Operative Agreement, to the extent the Indenture Trustee has failed to take such action when and as required under such Operative Agreement.

ARTICLE VII

SUCCESSOR TRUSTEES

     Section 7.01 Resignation and Removal of Indenture Trustee. The Indenture Trustee may resign as Indenture Trustee with respect to the Equipment Notes at any time without cause by giving at least sixty (60) days’ prior written notice to the Issuer, the Manager, the Administrator and the Holders, provided that the Indenture Trustee shall continue to serve as Indenture Trustee until a successor has been appointed pursuant to Section 7.02 hereof. The Requisite Majority may at any time remove the Indenture Trustee without cause by an instrument in writing delivered to the Issuer, the Manager, the Administrator and the Indenture Trustee being removed. In addition, the Issuer may remove the Indenture Trustee if: (i) such Indenture Trustee fails to comply with Section 7.02(d) hereof, (ii) such Indenture Trustee is adjudged a bankrupt or an insolvent, (iii) a receiver or public officer takes charge of such Indenture Trustee or its property or (iv) such Indenture Trustee becomes incapable of acting. References to the Indenture Trustee in this Indenture include any successor Indenture Trustee appointed in accordance with this Article VII.

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     Section 7.02 Appointment of Successor.

          (a) In the case of the resignation or removal of the Indenture Trustee under Section 7.01 hereof, the Issuer shall promptly appoint a successor Indenture Trustee; provided that the Requisite Majority may appoint, within one (1) year after such resignation or removal, a successor Indenture Trustee which may be other than the successor Indenture Trustee appointed by the Issuer, and such successor Indenture Trustee appointed by the Issuer shall be superseded by the successor Indenture Trustee so appointed by the Requisite Majority. If a successor Indenture Trustee shall not have been appointed and accepted its appointment hereunder within sixty (60) days after the Indenture Trustee gives notice of resignation or is removed, the retiring or removed Indenture Trustee, the Issuer, the Administrator, the Manager or the Requisite Majority may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. Any successor Indenture Trustee so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee appointed by the Requisite Majority as provided in the first sentence of this paragraph within one (1) year from the date of the appointment by such court.

          (b) Any successor Indenture Trustee, however appointed, shall promptly execute and deliver to the Issuer, the Manager, the Administrator and the predecessor Indenture Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the predecessor Indenture Trustee shall become effective and such successor Indenture Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of such predecessor Indenture Trustee hereunder in the trusts hereunder applicable to it with like effect as if originally named the Indenture Trustee herein; provided that, upon the written request of such successor Indenture Trustee, such predecessor Indenture Trustee shall, upon payment of all amounts due and owing to it, execute and deliver an instrument transferring to such successor Indenture Trustee, upon the trusts herein expressed applicable to it, all the estates, properties, rights, powers and trusts of such predecessor Indenture Trustee, and such predecessor Indenture Trustee shall duly assign, transfer, deliver and pay over to such successor Indenture Trustee all moneys or other property then held by such predecessor Indenture Trustee hereunder solely for the benefit of the Equipment Notes.

          (c) If a successor Indenture Trustee is to be appointed with respect to only a part of the predecessor Indenture Trustee duties hereunder, the Issuer, the predecessor Indenture Trustee and the successor Indenture Trustees shall execute and deliver an indenture supplemental hereto which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the predecessor Indenture Trustee as to which the predecessor Indenture Trustee is not retiring shall continue to be vested in the predecessor Indenture Trustee, and shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Equipment Notes hereunder by more than one Indenture Trustee.

          (d) Each Indenture Trustee shall be an Eligible Institution and shall meet the Eligibility Requirements, if there be such an institution willing, able and legally qualified to perform the duties of an Indenture Trustee hereunder; provided that the Rating Agency shall receive notice of any replacement Indenture Trustee.

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          (e) Any corporation into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation to which substantially all the business of the Indenture Trustee may be transferred, shall, subject to the terms of paragraph (d) of this Section, be the Indenture Trustee under this Indenture without further act.

ARTICLE VIII

INDEMNITY

     Section 8.01 Indemnity. The Issuer shall indemnify the Indenture Trustee (and its officers, directors, employees and agents) for, and hold it harmless from and against, any loss, liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or expense (including attorney’s fees and expenses) incurred by it without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this Indenture and its duties under this Indenture and the Equipment Notes, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, or the failure to furnish any such Officer’s Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Holders, the Issuer and the Manager and, in the case of any such claim in excess of 5% of the Adjusted Value of the Portfolio Railcars, the Rating Agency, promptly of any claim asserted against the Indenture Trustee for which it may seek indemnity; provided, however, that failure to provide such notice shall not invalidate any right to indemnity hereunder except to the extent the Issuer is prejudiced by such delay. The Issuer shall defend the claim and the Indenture Trustee shall cooperate in the defense (unless the Indenture Trustee determines that an actual or potential conflict of interest exists, in which case the Indenture Trustee shall be entitled to retain separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel). The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Indenture Trustee through negligence or bad faith.

     Section 8.02 Noteholders’ Indemnity. The Indenture Trustee shall be entitled, subject to such Indenture Trustee’s duty during a Default to act with the required standard of care, to be indemnified by the Holders of the Equipment Notes before proceeding to exercise any right or power under this Indenture or the Management Agreement at the request or Direction of such Holders.

     Section 8.03 Survival. The provisions of Sections 8.01 and 8.02 hereof shall survive the termination of this Indenture or the earlier resignation or removal of the Indenture Trustee.

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ARTICLE IX

SUPPLEMENTAL INDENTURES

     Section 9.01 Supplemental Indentures Without the Consent of the Noteholders.

          (a) Without the consent of any Holder and based on an Opinion of Counsel in form and substance reasonably acceptable to the Indenture Trustee to the effect that such Supplement is for one of the purposes set forth in clauses (i) through (vi) below, the Issuer and the Indenture Trustee, at any time and from time to time, may enter into one or more Supplements for any of the following purposes:

          (i) to add to the covenants of the Issuer in this Indenture for the benefit of the Holders of all Equipment Notes then Outstanding, or to surrender any right or power conferred upon the Issuer in this Indenture;

          (ii) to cure any ambiguity, to correct or supplement any provision in this Indenture which may be inconsistent with any other provision in this Indenture;

          (iii) to correct or amplify the description of any property at any time subject to the Encumbrance of this Indenture, or to better assure, convey and confirm unto the Indenture Trustee any property subject or required to be subject to the Encumbrance of this Indenture, or to subject additional property to the Encumbrance of this Indenture;

          (iv) to add additional conditions, limitations and restrictions thereafter to be observed by the Issuer;

          (v) if required, to convey, transfer, assign, mortgage or pledge any additional property to or with the Indenture Trustee; or

          (vi) to evidence the succession of the Indenture Trustee.

          (b) No Supplement shall be entered into under this Section 9.01 unless the Rating Agency shall have received prior written notice thereof and, except as set forth in the proviso at the end of this sentence, the Issuer shall have obtained a Rating Agency Confirmation in respect thereof; provided, that no such Rating Agency Confirmation shall be required if such Supplement shall have been entered into by the Indenture Trustee at the Direction of a Requisite Majority.

     Section 9.02 Supplemental Indentures with the Consent of Noteholders.

          (a) With the consent evidenced by a Direction of a Requisite Majority, the Issuer and the Indenture Trustee may enter into a Supplement hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Equipment Notes or of modifying in any manner the rights of the Noteholders under this Indenture or the Equipment Notes; provided, however, that no such Supplement shall,

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without the prior written Direction of the Holders (or beneficial owners) affected thereby and the Direction of a Requisite Majority for the Equipment Notes then Outstanding:

          (i) reduce the principal amount of any Equipment Note or the rate of interest thereon, change the priority of any payments required pursuant to this Indenture or amend or otherwise modify the Flow of Funds except as permitted pursuant to Section 9.02(b), or the date on which, or the amount of which, or the place of payment where, or the coin or currency in which, any Equipment Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Final Maturity Date thereof;

          (ii) reduce the percentage of Holders of Outstanding Equipment Notes required for (x) the consent required for delivery of any Supplement to this Indenture, (y) the consent required for any waiver of compliance with certain provisions of this Indenture or certain Events of Default hereunder and their consequences as provided for in this Indenture or (z) the consent required to waive any payment default on the Equipment Notes;

          (iii) modify any provision relating to any Supplement or this Indenture which specifies that such provision cannot be modified or waived without the Direction of the Holder of each Outstanding Equipment Note affected thereby;

          (iv) modify or alter the definition of the term “Requisite Majority” (including, without limitation, the percentages therein);

          (v) impair or adversely affect the Collateral except as otherwise permitted in this Indenture;

          (vi) modify or alter the provisions of this Indenture relating to mandatory prepayments;

          (vii) permit the creation of any Encumbrance ranking prior to or on a parity with the Encumbrance of this Indenture with respect to any part of the Collateral or terminate the Encumbrance of this Indenture on any property at any time subject hereto or deprive the Holder of any Equipment Note of the security afforded by the Encumbrance of this Indenture; or

          (viii) modify any of the provisions of this Indenture in such a manner as to affect the amount or timing of any payments of interest or principal due on any Equipment Note.

Prior to the execution of any Supplement issued pursuant to this Section 9.02, the Issuer shall provide a written notice to the Rating Agency setting forth in general terms the substance of any such Supplement.

          (b) Notwithstanding the foregoing provisions of this Section 9.02, the Issuer, the Indenture Trustee and, by its acceptance of an Equipment Note, each Noteholder, hereby irrevocably agrees that, in connection with the appointment and engagement of a Successor

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Manager and as contemplated in the last paragraph of the Granting Clauses hereof, the Indenture Trustee acting at the Direction of the Requisite Majority acting in its sole discretion shall have the right, without the consent of the Issuer, any Noteholder or any other Person, to increase the Management Fee and/or pay to the Manager an incentive fee, add the payment of such amounts to and/or change the priority of distribution of such amounts in, the Flow of Funds and amend this Indenture to the extent necessary to effectuate the foregoing.

          (c) Promptly after the execution by the Issuer and the Indenture Trustee of any Supplement pursuant to this Section, the Issuer shall mail to the Administrator, the Indenture Trustee and the Rating Agency, a notice setting forth in general terms the substance of such Supplement, together with a copy of the text of such Supplement. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplement.

ARTICLE X

MODIFICATION AND WAIVER

     Section 10.01 Modification and Waiver with Consent of Holders. In the event that the Indenture Trustee receives a request for its consent to an amendment, modification or waiver under this Indenture, the Equipment Notes or any Operative Agreement relating to the Equipment Notes, the Indenture Trustee shall mail a notice of such proposed amendment, modification or waiver to each Noteholder asking whether or not to consent to such amendment, modification or waiver if such Noteholder’s consent is required pursuant to this Indenture; provided that any amendment, modification or waiver of the provisions described in Section 9.02 hereof is not permitted without the consent of each Noteholder required thereby; provided further, however, that any Event of Default may be waived in accordance with Section 4.04 hereof. The foregoing, however, shall not prevent the Issuer from amending any Lease of a Railcar, provided that such amendment is otherwise permitted by this Indenture and the Management Agreement.

     It shall not be necessary for the consent of the Holders under this Section 10.01 to approve the particular form of any proposed amendment, modification or waiver, but it shall be sufficient if such consent approves the substance thereof. Any such amendment, modification or waiver approved by the Direction of a Requisite Majority (and, if applicable, as to which Rating Agency Confirmation is given) will be binding on all Noteholders.

     The Issuer shall give the Rating Agency prior notice of any amendment under this Section 10.01 and any amendments of its constitutive documents by the Issuer, and, after an amendment under this Section 10.01 becomes effective, the Issuer shall mail to the Holders and the Rating Agency a notice briefly describing such amendment. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amendment.

     After an amendment, modification or waiver under this Section 10.01 becomes effective, it shall bind every Holder, whether or not notation thereof is made on any Equipment Note held by such Holder.

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     Section 10.02 Modification Without Consent of Holders. Subject to Section 9.01 hereof, the Indenture Trustee may agree, without the consent of any Noteholder, to any modification (other than those referred to in Section 10.01) of any provision of any Operative Agreement or of the relevant Equipment Notes to correct a manifest error or an error which is of a formal, minor or technical nature. Any such modification shall be notified to the Holders as soon as practicable thereafter and shall be binding on all the Holders.

     Section 10.03 Subordination and Priority of Payments. The subordination provisions contained in the Flow of Funds and Article XI hereof may not be amended or modified without the consent of each Noteholder of the Equipment Notes. In no event shall the provisions set forth in the Flow of Funds relating to the priority of the Service Provider Fees and Operating Expenses be amended or modified. The foregoing sentences in each case are subject to the provisions of Section 9.02(b).

     Section 10.04 Execution of Amendments by Indenture Trustee. In executing, or accepting the additional trusts created by, any amendment or modification to this Indenture permitted by this Article X or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any such amendment which affects the Indenture Trustee’s own rights, duties or immunities under this Indenture or otherwise.

ARTICLE XI

SUBORDINATION

     Section 11.01 Subordination.

          (a) Each Noteholder and Service Provider agrees that its claims against the Issuer for payment of amounts are subordinate to any claims ranking in priority thereto as set forth in the Flow of Funds hereof, including any post-petition interest (each such prior claim, a “Senior Claim”), which subordination shall continue until the holder of such Senior Claim (a “Senior Claimant”), or the Indenture Trustee on its behalf, has received the full cash amount of such Senior Claim. Each Noteholder and Service Provider is also obligated to hold for the benefit of the Senior Claimant any amounts received by such Noteholder or Servicer Provider, as the case may be, which, under the terms of this Indenture, should have been paid to or on behalf of the Senior Claimant and to pay over such amounts to the Indenture Trustee for application as provided in the Flow of Funds. Each Noteholder also agrees to execute and deliver such instruments and documents, and take all further action, that a Senior Claimant may reasonable request in order to effectuate the above. Each Noteholder’s right with respect to any Collateral shall be subordinated to the rights of Senior Claimants. Amounts deposited in any Indenture Account for a defeasance of the Equipment Notes or for an Optional Redemption of the Equipment Notes will not be subject to the foregoing subordination provisions.

          (b) If any Senior Claimant receives any payment in respect of any Senior Claim which is subsequently invalidated, declared preferential, set aside and/or required to be

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repaid to a trustee, receiver or other party, then, to the extent such payment is so invalidated, declared preferential, set aside and/or required to be repaid, such Senior Claim shall be revived and continue in full force and effect, and shall be entitled to the benefits of this Article XI, all as if such payment had not been received.

          (c) Each Noteholder, by its acceptance of an Equipment Note, and each other payee pursuant to the Flow of Funds, by entering into the Operative Agreement to which it is a party, authorizes and expressly directs the Indenture Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article XI, and appoints the Indenture Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding up, liquidation or reorganization of the Issuer (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of creditors or otherwise) any actions tending towards liquidation of the property and assets of the Issuer or the filing of a claim for the unpaid balance of its Equipment Notes in the form required in those proceedings.

          (d) No right of any holder of any Senior Claim to enforce the subordination of any subordinated claim shall be impaired by an act or failure to act by the Issuer or the Indenture Trustee or by any failure by either the Issuer or the Indenture Trustee to comply with this Indenture, unless such failure shall materially prejudice the rights of the subordinated claimant.

          (e) Each Noteholder, by accepting an Equipment Note, and each other payee pursuant to the Flow of Funds, by entering into the Operative Agreement to which it is a party, acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Claim, whether such Senior Claim was created or acquired before or after the issuance of such holder’s claim, to acquire and continue to hold such Senior Claim and such holder of any Senior Claim shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold such Senior Claim.

          (f) The Noteholders of the Equipment Notes shall have the right to receive, to the extent necessary to make the required payments with respect to the Equipment Notes at the times set forth herein, (i) the portion of Collections allocable to Noteholders of the Equipment Notes pursuant to this Indenture and (ii) funds on deposit in the Liquidity Reserve Account allocated in accordance with the terms of this Indenture. Each Noteholder, by acceptance of its Equipment Notes, (x) acknowledges and agrees that except as expressly provided herein, the Noteholders shall not have any interest in the Equipment Note Account (to the extent amounts were deposited therein in accordance herewith), and (y) ratifies and confirms the terms of this Indenture and the Operative Agreements executed in connection with such Noteholder’s Equipment Notes. With respect to each Collection Period, Collections on deposit in the Collections Account will be allocated to the Equipment Notes then Outstanding in accordance with the Flow of Funds.

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ARTICLE XII

DISCHARGE OF INDENTURE; DEFEASANCE

     Section 12.01 Discharge of Liability on the Equipment Notes; Defeasance.

          (a) When (i) the Issuer delivers to the Indenture Trustee all Outstanding Equipment Notes (other than Equipment Notes replaced pursuant to Section 2.08 hereof) for cancellation or (ii) all Outstanding Equipment Notes have become due and payable, whether at maturity or as a result of the mailing of a Redemption Notice pursuant to Section 3.13(a) hereof and the Issuer irrevocably deposits in the Redemption/Defeasance Account funds sufficient to pay at maturity, or upon Optional Redemption of, all Outstanding Equipment Notes, including interest thereon to maturity or the Redemption Date (other than Equipment Notes replaced pursuant to Section 2.08), and if in either case the Issuer pays all other sums payable hereunder by the Issuer including any premium, then this Indenture shall, subject to Section 12.01(c), cease to be of further effect. The Indenture Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer accompanied by an Officer’s Certificate and an opinion of counsel, at the cost and expense of the Issuer, to the effect that any conditions precedent to a discharge of this Indenture have been met.

          (b) Subject to Sections 12.01(c) and 12.02, the Issuer at any time may terminate (i) all its obligations under the Equipment Notes and this Indenture (the “legal defeasance” option) or (ii) its obligations under Sections 5.02, 5.03, 5.04 and 4.01 (other than with respect to a failure to comply with Sections 4.01(a), 4.01(b), 4.01(e) (only with respect to the Issuer) and 4.01(f) (only with respect to the Issuer)) (the “covenant defeasance” option). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

          If the Issuer exercises its legal defeasance option, payment of any Equipment Notes subject to such legal defeasance may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Equipment Notes may not be accelerated because of an Event of Default (other than with respect to a failure to comply with Section 5.02(j), 4.01(a), 4.01(b), 4.01(e) and 4.01(f)).

          Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Indenture Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.

          (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.01, 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 5.02(j), Article VI, Sections 8.01, 12.04, 12.05 and 12.06 shall survive until all the Equipment Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 8.01, 12.04, 12.05 and 13.07 shall survive.

     Section 12.02 Conditions to Defeasance. The Issuer may exercise its legal defeasance option or its covenant defeasance option only if:

          (a) The Issuer irrevocably deposits in trust in the Redemption/Defeasance Account any one or any combination of (A) money, (B) obligations of, and supported by the full

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faith and credit of, the U.S. Government (“U.S. Government Obligations”) or (C) obligations of corporate issuers (“Corporate Obligations”) (provided that any such Corporate Obligations are rated AA+, or the equivalent, or higher, by the Rating Agency at such time and shall not have a maturity of longer than three (3) years from the date of defeasance) for the payment of all principal, premium, if any, and interest (i) on the Equipment Notes being defeased, in the case of legal defeasance, or (ii) on all of the Equipment Notes in the case of covenant defeasance, in either case, to maturity or redemption, as the case may be;

          (b) the Issuer delivers to the Indenture Trustee a certificate from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations or the Corporate Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due (i) on the Equipment Notes being defeased, in the case of legal defeasance, or (ii) on all of the Equipment Notes in the case of covenant defeasance, in either case, to maturity or redemption, as the case may be;

          (c) 91 days pass after the deposit described in clause (a) above is made and during the 91-day period no Event of Default specified in Section 4.01(f) or (g) with respect to the Issuer occurs which is continuing at the end of the period;

          (d) the deposit described in clause (a) above does not constitute a default under any other agreement binding on the Issuer;

          (e) the Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit described in clause (a) does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940, as amended;

          (f) the Issuer shall have delivered to the Indenture Trustee an Opinion of Counsel to the effect that the Noteholders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had not occurred;

          (g) if the related Equipment Notes are then listed on any securities exchange, the Issuer delivers to the Indenture Trustee an Opinion of Counsel to the effect that such deposit, defeasance and discharge will not cause such Equipment Notes to be delisted;

          (h) the Issuer has obtained a Rating Agency Confirmation relating to the defeasance contemplated by this Section 12.02;

          (i) the Issuer delivers to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Equipment Notes as contemplated by this Article XII have been complied with; and

          (j) the Issuer shall only defease the Equipment Notes in their entirety, not partially.

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     Section 12.03 Application of Trust Money. The Indenture Trustee shall hold in trust in the Redemption/Defeasance Account money, U.S. Government Obligations or Corporate Obligations deposited with it pursuant to this Article XII. It shall apply the deposited money and the money from U.S. Government Obligations or Corporate Obligations in accordance with this Indenture to the payment of principal, premium, if any, and interest on the Equipment Notes. Money and securities so held in trust are not subject to Article X hereof.

     Section 12.04 Repayment to the Issuer. The Indenture Trustee shall promptly turn over to the Issuer upon request any excess money or securities held by it at any time.

     Subject to any applicable abandoned property law, the Indenture Trustee shall pay to the Issuer upon written request any money held by it for the payment of principal or interest that remains unclaimed for two (2) years and, thereafter, Noteholders entitled to the money must look to the Issuer for payment as general creditors. Such unclaimed funds shall remain uninvested and in no event shall the Indenture Trustee be liable for interest on such unclaimed funds.

     Section 12.05 Indemnity for Government Obligations and Corporate Obligations. The Issuer shall pay and shall indemnify the Indenture Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or Corporate Obligations, or the principal and interest received on such U.S. Government Obligations or Corporate Obligations.

     Section 12.06 Reinstatement. If the Indenture Trustee is unable to apply any money or U.S. Government Obligations or Corporate Obligations in accordance with this Article XII by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Equipment Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article XII until such time as the Indenture Trustee is permitted to apply all such money, U.S. Government Obligations or Corporate Obligations in accordance with this Article XII; provided, however, that, if the Issuer has made any payment of interest on or principal of any Equipment Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Equipment Notes to receive such payment from the money, U.S. Government Obligations or Corporate Obligations held by the Indenture Trustee.

ARTICLE XIII

MISCELLANEOUS

     Section 13.01 Right of Indenture Trustee to Perform. If the Issuer for any reason fails to observe or punctually to perform any of its obligations to the Indenture Trustee, whether under this Indenture or any of the other Operative Agreements or otherwise, the Indenture Trustee shall have power (but shall have no obligation), on behalf of or in the name of the Issuer or otherwise, to perform such obligations and to take any steps which the Indenture Trustee may, in its absolute discretion, consider appropriate with a view to remedying, or mitigating the consequences of, such failure by the Issuer; provided that no exercise or failure to exercise this

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power by the Indenture Trustee shall in any way prejudice the Indenture Trustee’s other rights under this Indenture or any of the other Operative Agreements.

     Section 13.02 Waiver. Any waiver by any party of any provision of this Indenture or any right, remedy or option hereunder shall only prevent and estop such party from thereafter enforcing such provision, right, remedy or option if such waiver is given in writing and only as to the specific instance and for the specific purpose for which such waiver was given. The failure or refusal of any party hereto to insist in any one or more instances, or in a course of dealing, upon the strict performance of any of the terms or provisions of this Indenture by any party hereto or the partial exercise of any right, remedy or option hereunder shall not be construed as a waiver or relinquishment of any such term or provision, but the same shall continue in full force and effect. No failure on the part of the Indenture Trustee to exercise, and no delay on its part in exercising, any right or remedy under this Indenture will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Indenture are cumulative and not exclusive of any rights or remedies provided by law.

     Section 13.03 Severability. In the event that any provision of this Indenture or the application thereof to any party hereto or to any circumstance or in any jurisdiction governing this Indenture shall, to any extent, be invalid or unenforceable under any applicable statute, regulation or rule of law, then such provision shall be deemed inoperative to the extent that it is invalid or unenforceable and the remainder of this Indenture, and the application of any such invalid or unenforceable provision to the parties, jurisdictions or circumstances other than to whom or to which it is held invalid or unenforceable, shall not be affected thereby nor shall the same affect the validity or enforceability of this Indenture. The parties hereto further agree that the holding by any court of competent jurisdiction that any remedy pursued by the Indenture Trustee hereunder is unavailable or unenforceable shall not affect in any way the ability of the Indenture Trustee to pursue any other remedy available to it.

     Section 13.04 Notices. All notices, demands, certificates, requests, directions, instructions and communications hereunder (“Notices”) shall be in writing and shall be effective (a) upon receipt when sent through the mails, registered or certified mail, return receipt requested, postage prepaid, with such receipt to be effective the date of delivery indicated on the return receipt, or (b) one Business Day after delivery to an overnight courier, or (c) on the date personally delivered to an authorized officer of the party to which sent, or (d) on the date transmitted by legible telecopier transmission with a confirmation of receipt, in all cases addressed to the recipient as follows:

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if to the Issuer, to:

Trinity Rail Leasing 2010 LLC
c/o Trinity Industries Leasing Company, as Manager
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Lance Davis, Director of Finance
Facsimile: (214) 589-8271
Confirmation Number: (214) 589-8735

with copies to:

Trinity Industries Leasing Company
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Legal Department
Facsimile: (214) 589-8824
Confirmation Number: (214) 631-4420

if to the Administrator, to:

Trinity Industries Leasing Company
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Lance Davis, Director of Finance
Facsimile: (214) 589-8271
Confirmation Number: (214) 589-8735

with copies to:

Trinity Industries Leasing Company
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Legal Department
Facsimile: (214) 589-8824
Confirmation Number: (214) 631-4420

if to the Indenture Trustee, the Note Registrar or the Paying Agent,
to:

Wilmington Trust Company
1100 North Market Street
Wilmington, Delaware 19890-1605
Facsimile: (302) 636-4140
Telephone: (302) 636-6000
Attention: Corporate Trust Administration
Re: Trinity Rail Leasing 2010

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if to the Manager, to:

Trinity Industries Leasing Company
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Lance Davis, Director of Finance
Facsimile: (214) 589-8271
Confirmation Number: (214) 589-8735

with copies to:

Trinity Industries Leasing Company
2525 Stemmons Freeway
Dallas, TX 75207
Attention: Legal Department
Facsimile: (214) 589-8824
Confirmation Number: (214) 631-4420

if to the Rating Agency, to:

Standard & Poor’s
55 Water Street
New York, NY 10041
Attn: Weili Chen
Facsimile: (212) 438-0122

     Section 13.05 Assignments. This Indenture shall be a continuing obligation of the Issuer and shall (i) be binding upon the Issuer and its successors and assigns and (ii) inure to the benefit of and be enforceable by the Indenture Trustee, and by its successors, transferees and assigns. The Issuer may not assign any of its obligations under this Indenture, or delegate any of its duties hereunder.

     Section 13.06 Currency Conversion.

          (a) If any amount is received or recovered by the Administrator, the Manager or the Indenture Trustee in respect of this Indenture or any part thereof (whether as a result of the enforcement of the security created under this Indenture or pursuant to this Indenture or any judgment or order of any court or in the liquidation or dissolution of the Issuer or by way of damages for any breach of any obligation to make any payment under or in respect of the Issuer’s obligations hereunder or any part thereof or otherwise) in a currency (the “Received Currency”) other than the currency in which such amount was expressed to be payable (the “Agreed Currency”), then the amount in the Received Currency actually received or recovered by the Indenture Trustee shall, to the fullest extent permitted by Applicable Law, only constitute a discharge to the Issuer to the extent of the amount of the Agreed Currency which the Administrator, the Manager or the Indenture Trustee was or would have been able in accordance with its normal procedures to purchase on the date of actual receipt or recovery (or, if that is not practicable, on the next date on which it is so practicable), and, if the amount of the Agreed

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Currency which the Administrator, the Manager or the Indenture Trustee is or would have been so able to purchase is less than the amount of the Agreed Currency which was originally payable by the Issuer, the Issuer shall pay to the Administrator, the Manager or the Indenture Trustee such amount as the Administrator, Manager or the Indenture Trustee shall determine to be necessary to indemnify such Person against any Loss sustained by it as a result (including the cost of making any such purchase and any premiums, commissions or other charges paid or incurred in connection therewith) and so that such indemnity, to the fullest extent permitted by Applicable Law, (i) shall constitute a separate and independent obligation of the Issuer distinct from its obligation to discharge the amount which was originally payable by the Issuer and (ii) shall give rise to a separate and independent cause of action and apply irrespective of any indulgence granted by the Administrator, the Manager or the Indenture Trustee and continue in full force and effect notwithstanding any judgment, order, claim or proof for a liquidated amount in respect of the amount originally payable by the Issuer or any judgment or order and no proof or evidence of any actual loss shall be required.

          (b) For the purpose of or pending the discharge of any of the moneys and liabilities hereby secured the Administrator and the Manager may convert any moneys received, recovered or realized by the Administrator or the Manager, as the case may be, under this Indenture (including the proceeds of any previous conversion under this Section 13.06) from their existing currency of denomination into the currency of denomination (if different) of such moneys and liabilities and any conversion from one currency to another for the purposes of any of the foregoing shall be made at the Indenture Trustee’s then prevailing spot selling rate at its office by which such conversion is made. If not otherwise required to be applied in the Received Currency, the Administrator or the Manager, as the case may be, acting on behalf of the Indenture Trustee, shall promptly convert any moneys in such Received Currency other than Dollars into Dollars. Each previous reference in this Section to a currency extends to funds of that currency and funds of one currency may be converted into different funds of the same currency.

     Section 13.07 Application to Court. The Indenture Trustee may at any time after the service of a Default Notice apply to any court of competent jurisdiction for an order that the terms of this Indenture be carried into execution under the direction of such court and for the appointment of a receiver of the Collateral or any part thereof and for any other order in relation to the administration of this Indenture as the Requisite Majority shall deem fit and it may assent to or approve any application to any court of competent jurisdiction made at the instigation of any of the Noteholders and shall be indemnified by the Issuer against all costs, charges and expenses incurred by it in relation to any such application or proceedings.

     Section 13.08 Governing Law. THIS INDENTURE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

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     Section 13.09 Jurisdiction.

          (a) Each of the parties hereto agrees that the United States federal and New York State courts located in The City of New York shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Indenture and, for such purposes, submits to the jurisdiction of such courts. Each of the parties hereto waives any objection which it might now or hereafter have to the United States federal or New York State courts located in The City of New York being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Indenture and agrees not to claim that any such court is not a convenient or appropriate forum. Each of the parties hereto agrees that the process by which any suit, action or proceeding is begun may be served on it by being delivered in connection with any suit, action or proceeding in The City of New York to the Person named as the process agent of such party in Schedule 5 at the address set out therein or at the principal New York City office of such process agent, if not the same.

          (b) The submission to the jurisdiction of the courts referred to in Section 13.09(a) shall not (and shall not be construed so as to) limit the right of the Indenture Trustee to take proceedings against the Issuer in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

          (c) Each of the parties hereto hereby consents generally in respect of any legal action or proceeding arising out of or in connection with this Indenture to the giving of any relief or the issue of any process in connection with such action or proceeding, including the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceeding.

     Section 13.10 Counterparts. This Indenture may be executed in two or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument.

     Section 13.11 No Petition in Bankruptcy. The Indenture Trustee agrees, and each Noteholder shall be deemed to have agreed, that, prior to the date which is one year and one day after the payment in full of all outstanding Equipment Notes, neither the Indenture Trustee nor any Noteholder shall institute against, or join any other Person in instituting against, the Issuer an action in bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any state of the United States.

     Section 13.12 Table of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first written above.

TRINITY RAIL LEASING 2010 LLC,
By:	TRINITY INDUSTRIES LEASING COMPANY, as sole member and manager
By:	/s/ Cary Lance Davis
	Name: Cary Lance Davis
	Title: Vice President
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Indenture Trustee (and as securities intermediary as described herein)
By:	/s/ Bethany J. Taylor
Name: Bethany J. Taylor
Title: Financial Services Officer

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Annex A to Indenture: Defined Terms

     “144A Book-Entry Note” means an Equipment Note sold in reliance on Rule 144A, represented by a single permanent global note in fully registered form, without coupons, the form of which shall be substantially in the form of the applicable Equipment Note Form for such Equipment Note, with the legends required by Section 2.02 for a 144A Book-Entry Note inscribed thereon and with such changes therein and such additional information as may be specified in the Indenture.

     “AAR” means the Association of American Railroads or any successor thereto.

     “Account Administration Agreement” means the Customer Collections Account Administration Agreement, dated as of November 12, 2003, by and among the various beneficiary parties thereto from time to time, TILC and WTC (and as the same may be amended, supplemented, restated, amended and restated or modified from time to time).

     “Account Collateral Agent” means the “Account Collateral Agent” under and as defined in the Account Administration Agreement, initially WTC.

     “Accounts” means all “accounts” as defined in Article 9 of the UCC, whether due or to become due, whether or not the right of payment has been earned by performance, and whether now owned or hereafter acquired or arising in the future, including Accounts Receivable from Affiliates of the Issuer.

     “Accounts Receivable” means all rights to payment, whether or not earned by performance, for goods or other property sold, leased, licensed, assigned or otherwise disposed of, or services rendered or to be rendered, including, without limitation, all such rights constituting or evidenced by any Account, Chattel Paper, Instrument, General Intangible or Investment Property, together with all of the Issuer’s right, title and interest, if any, in any goods or other property giving rise to such right to payment, including any rights to stoppage in transit, replevin, reclamation and resales, and all related security interests, Encumbrances and pledges, whether voluntary or involuntary, in each case whether now existing or owned or hereafter arising or acquired, and all Supporting Obligations related to the foregoing and all Accounts Receivable Records.

     “Accounts Receivable Records” means (a) all original copies of all documents, instruments or other writings or electronic records or other records evidencing the Accounts Receivable, (b) all books, correspondence, credit or other files, records, ledger sheets or cards, invoices, and other papers relating to Accounts Receivable, including, without limitation, all tapes, cards, computer tapes, computer discs, computer runs, record keeping systems and other papers and documents relating to the Accounts Receivable, whether in the possession or under the control of the Issuer or any computer bureau or agent from time to time acting for the Issuer or otherwise, (c) all evidences of the filing of financing statements and the registration of other instruments in connection therewith, and amendments, supplements or other modifications thereto, notices to other creditors or lenders, and certificates, acknowledgments, or other

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writings, including, without limitation, lien search reports, from filing or other registration officers, (d) all credit information, reports and memoranda relating thereto and (e) all other written, electronic or other non-written forms of information related in any way to the foregoing or any Accounts Receivable.

     “Act” has the meaning, with respect to any Noteholder, given to such term in Section 1.04(a) hereof.

     “Additional Contributions” means any equity contributions made to the Issuer by or through its sole member, the proceeds of which are used, in substantial part, to acquire Additional Railcars or to fund Optional Modifications.

     “Additional Inspection” has the meaning given to such term in Section 5.04(z)(iii) of the Indenture.

     “Additional Interest” means interest at the Stated Rate on the aggregate amount of any unpaid interest that is due and payable on the Equipment Notes (including any unpaid portion of the Stated Interest Amount and any Additional Interest Amount).

     “Additional Interest Amount” means, for any Payment Date, an amount equal to the Additional Interest on the aggregate amount of unpaid interest (including any unpaid portion of any Stated Interest Amounts and any Additional Interest Amount) that was due and payable on the Equipment Notes on any prior Payment Date.

     “Additional Railcar” means each Railcar acquired by the Issuer (other than an Initial Railcar) subsequent to the Closing Date in accordance with the conditions set forth in Section 5.03(b) of the Indenture.

     “Adjusted Value” means, for any individual Railcar as of any date of determination, (a) the Initial Appraised Value of such Railcar, adjusted downward as of each Payment Date after the Delivery Date of such Railcar due to depreciation at the greater of (i) the amount of depreciation determined based on straight line depreciation from the date of manufacture using an assumed 35-year useful life to a “10%” assumed residual/salvage value and (ii) the amount of depreciation that would be calculated under any subsequent depreciation methodology or general practice of marking down asset values attributable to a change in Trinity’s corporate policy and practice after the Closing Date (a “Depreciation Change”), plus (b) the cost of any Optional Modification or Required Modification, to the extent that Trinity on its books of account would properly add such cost to the book value of such Railcar in accordance with U.S. GAAP, with the amount of such cost so added pursuant to this clause (b) to be depreciated in the same manner following its incurrence and addition to book. Following the receipt of all proceeds and third party payments associated with a casualty event with respect to a Railcar, its Adjusted Value will be deemed to be zero.

     “Administrative Services Agreement” means the Administrative Services Agreement, dated as of the Closing Date, between the Administrator and the Issuer, or any replacement administrative services agreement with a replacement Administrator.

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     “Administrator” means TILC, in its capacity as administrator under the Administrative Services Agreement, including its successors in interest and permitted assigns, until another Person shall have become the administrator under such agreement, after which “Administrator” shall mean such other Person.

     “Administrator Fee” means, for any Payment Date, the compensation payable to the Administrator on such Payment Date in accordance with the terms of, and designated as such in, the Administrative Services Agreement.

     “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such Person or is a director or officer of such Person; “control” of a Person means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting Stock, by contract or otherwise.

     “After-Tax Basis” means, with respect to any payment due to any Person, the amount of such payment supplemented by a further payment or payments so that the sum of all such payments, after reduction for all Taxes payable by such Person by reason of the receipt or accrual of such payments, shall be equal to the payment due to such Person.

     “Aggregate Adjusted Borrowing Value” means, as of any date of determination, an amount equal to the sum of (i) the Adjusted Values (measured as of the last day of the month immediately preceding such date of determination) of all Portfolio Railcars, and (ii) the amounts on deposit in the Optional Reinvestment Account and the Mandatory Replacement Account as of such date.

     “Annual Report” has the meaning given to such term in Section 2.13(a) hereof.

     “Applicable Law” means all applicable laws, rules, statutes, ordinances, regulations and orders of Governmental Authorities, including, without limitation, the applicable laws, rules, regulations and orders of any Railroad Authority.

     “Appraisal” means a desktop appraisal of a Railcar, i.e. an appraisal without a physical inspection of a Railcar, dated within 60 days of the applicable Delivery Date of such Railcar by the applicable Appraiser to determine the Initial Appraised Value of such Railcar, and considering substantially similar factors in such determination as were considered in the Appraisal delivered in connection with the Closing Date (or, if obtaining an Appraisal addressing such factors is no longer commercially feasible as a result of changes in market practice of railcar appraisers, then an appraisal that considers such factors in the valuation determination as are then commercially feasible to obtain in light of railcar appraisal market practices at that time).

     “Appraiser” means RailSolutions, Inc., or such other independent railcar appraiser that is of comparable standing and reputation as determined in the good faith judgment of the Manager.

     “Asset Transfer Agreement” means the Purchase and Contribution Agreement, dated as of the Closing Date, among the Issuer, TILC and TRLWT.

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     “Assigned Agreements” has the meaning assigned to such term in the Granting Clauses hereunder.

     “Assignment and Assumption” has the meaning given such term in the Asset Transfer Agreement.

     “Authorized Agent” means, with respect to the Equipment Notes, any authorized Paying Agent or Note Registrar for the Equipment Notes.

     “Authorized Representative” of any entity means the person or persons authorized to act on behalf of such entity.

     “Available Collections Amount” means, for any Payment Date, the amount of Collections in the Collections Account as of the close of business on the last day of the immediately preceding calendar month, plus or minus, as applicable, the aggregate amount of all transfers to be made to or from the Collections Account pursuant to the Indenture during the period beginning on the related Determination Date and ending on such Payment Date (including transfers from the Liquidity Reserve Account, the Optional Reinvestment Account, or the Mandatory Replacement Account pursuant to Sections 3.04, 3.05 and 3.09 hereof, respectively).

     “Average Life Date” means, with respect to an Equipment Note, the date that follows (i) in the case of an Equipment Note being prepaid, the date of such prepayment or (ii) in the case of an Equipment Note not being prepaid, the date of such determination, by a period equal to the Remaining Weighted Average Life of such Equipment Note.

     “Balance” means, with respect to any Indenture Account as of any date, the sum of the cash deposits in such Indenture Account and the value of any Permitted Investments held in such Indenture Account as of such date, as determined in accordance with Section 1.02(k) hereof.

     “Bankruptcy Code” means Chapter 11 of Title 11 of the United States Code, 11 U.S.C. § 101 et. seq.

     “Bill of Sale” has the meaning given such term in the Asset Transfer Agreement.

     “Book-Entry Notes” means the Regulation S Book-Entry Notes and the 144A Book-Entry Notes.

     “Books and Records” has the meaning given to such term in Section 5.04(z)(i) hereof.

     “Books and Records Inspection” has the meaning given to such term in Section 5.04(z)(i) hereof.

     “Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York, Dallas, Texas, or in the location of the principal corporate trust office of the Indenture Trustee (currently Wilmington, Delaware for WTC as Indenture Trustee) are authorized by law to close.

     “Cede” means, Cede & Co., as nominee for DTC.

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     “Chattel Paper” means all “chattel paper” as defined in the UCC.

     “Chattel Paper Original” means that any applicable original Lease Schedule or Rider and any related amendment or supplement thereto being delivered shall have been designated the sole original copy thereof by the applicable Lessor (1) adding or affixing, by sticker, stamp or otherwise, language substantially to the following effect, to the cover page of such Schedule or Rider: “To the extent, if any, that this Schedule/Rider or any amendment or supplement hereunder constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), this copy shall constitute the sole original thereof and no security interest in this Schedule/Rider or amendment or supplement thereto may be created through the transfer or possession of any counterpart other than this counterpart”; and (2) marking each other original executed counterpart of such Schedule/Rider and any amendment or supplement thereto in its possession with the words “DUPLICATE ORIGINAL.”

     “Clearing Agency Participant” means a Person who has an account with Clearstream.

     “Clearstream” means Clearstream Banking, a French société anonyme.

     “Closing Date” means October 25, 2010.

     “Code” means the Internal Revenue Code of 1986, as amended.

     “Collateral” has the meaning given such term in the Granting Clause hereof.

     “Collateral Liquidation Notice” means a written Direction from the Requisite Majority directing the Indenture Trustee to sell the Portfolio Railcars in accordance with Section 4.02(b) hereof.

     “Collection Period” means, with respect to each Payment Date other than the first Payment Date, the period commencing on the first day of the calendar month immediately preceding the month in which such Payment Date occurs and ending on the last day of such calendar month and, in the case of the first Payment Date, the period commencing on the Closing Date and ending on the last day of the first full calendar month following the Closing Date.

     “Collections” for any period means all amounts (without duplication) received by the Issuer or by any Person (including without limitation, the Account Collateral Agent) receiving such amounts on behalf of the Issuer, including, but not limited to, (i) Lease Payments, (ii) amounts received in respect of claims for damages or in respect of any breach of contract for nonpayment of the foregoing, (iii) the Net Disposition Proceeds of any Railcar Disposition (except for any portion of such Net Disposition Proceeds that the Issuer shall direct to be deposited into either the Mandatory Replacement Account or the Optional Reinvestment Account), (iv) amounts transferred from the Mandatory Replacement Account or the Optional Reinvestment Account due to a failure to acquire or fund an Additional Railcar within the Replacement Period; (v) investment income, if any, on all amounts on deposit in the Indenture Accounts, (vi) any proceeds or other payments received under the Relative Documents, and (vii) any other amounts received by the Issuer, but not including any funds to be applied in connection with an Optional Redemption and other amounts required to be paid over to any third party pursuant to any Relative Document.

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     “Collections Account” has the meaning given to such term in Section 3.01(a) hereof. “Company Inspection” has the meaning given to such term in Section 5.04(z)(i) hereof.

     “Concentration Limits” means, collectively the Mexico Concentration Restriction and the Customer Concentration Limitation.

     “Convey” or “Conveyance” has the meaning given such term in the Asset Transfer Agreement.

     “Corporate Obligations” has the meaning given to such term in Section 12.02(a) hereof.

     “Corporate Trust Office” means, with respect to the Indenture Trustee, the office of such trustee in the city at which at any particular time its corporate trust business shall be principally administered and, with respect to the Indenture Trustee on the Closing Date, shall be Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration Re: Trinity Rail Leasing 2010, Facsimile No: (302) 636-4140, or at any other time at such other address as the Indenture Trustee may designate from time to time by notice to the Holders and the Issuer.

     “Credit Bankrupt” means a Person which (i) is subject to any bankruptcy or insolvency proceeding, (ii) is not paying its debts generally as they become due or (iii) has had a custodian (as defined in the Bankruptcy Code) take charge of all or substantially all of the property of such Person.

     “Customer Concentration Limitation” means (a) that, as of any date of determination, the Adjusted Value of Portfolio Railcars leased to an individual Lessee that has a rating of at least “BBB-” or “Baa3” from S&P or Moody’s, respectively (or leased to an Affiliate of such a Person), in the aggregate, does not exceed on such date 17.5% of the aggregate Adjusted Value of the Portfolio Railcars on such date, and (b) that, except as contemplated in clause (a) above, as of any date of determination, the Adjusted Value of Portfolio Railcars leased to an individual Lessee (or leased to an Affiliate thereof), regardless of rating, in the aggregate, does not exceed on such date 12.5% of the aggregate Adjusted Value of the Portfolio Railcars on such date. The Issuer will have the right at any time to obtain Rating Agency Confirmation in respect of a proposed change to a more lenient Customer Concentration Limitation (i.e., to increase either or both of the percentages to be greater than the applicable percentage or percentages that are then in effect pursuant to this definition) and, if Rating Agency Confirmation in respect of such proposed change is obtained, the more lenient concentration restriction will then apply.

     “Customer Payment Account” means the “Customer Payments Account” described in the Account Administration Agreement.

     “Customer Payments” has the meaning set forth in the Account Administration Agreement.

     “Debt Service Coverage Ratio” means, with respect to any Payment Date, commencing on the seventh Payment Date after the Closing Date, the ratio of (i) the sum of the Collections deposited into the Collections Account for each of the six consecutive Collection Periods ending on the last day of the calendar month immediately preceding such Payment Date, minus the sum

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of (x) the amount actually deposited into the Expense Account during such six preceding Collection Periods, (y) the Service Provider Fees for each of such six preceding Collection Periods and (z) the amount actually deposited into the Liquidity Reserve Account during such six preceding Collection Periods, to (ii) the sum of (A) the aggregate amount of principal payments with respect to the six consecutive Payment Dates ending on and including such Payment Date required in order to reduce the aggregate Outstanding Principal Balance of the Equipment Notes on such Payment Date to an amount equal to the Scheduled Targeted Principal Balance for such Payment Date and (B) the aggregate amount of interest on the Equipment Notes (excluding Additional Interest) payable on the six consecutive Payment Dates ending on and including such Payment Date.

     “Default” means a condition, event or act which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

     “Default Notice” has the meaning given to such term in Section 4.02(a) hereof.

     “Definitive Note” means an Equipment Note issued in definitive form pursuant to the terms and conditions of this Indenture, the form of which shall be substantially in the form of the applicable Note Form for such Equipment Note, with the legends required by Section 2.02 hereof for a Definitive Note inscribed thereon.

     “Delivery Date” means each date on which any Railcar, together with any Lease related thereto and all Related Assets (as defined in the Asset Transfer Agreement), is transferred to the Issuer by the applicable Seller thereof and includes, without limitation, the Closing Date and each other date (in respect of Additional Railcars) on which any such transfer occurs.

     “Delivery Schedule” has the meaning assigned to such term in the Asset Transfer Agreement.

     “Depreciation Change” has the meaning given to such term in the definition of Adjusted Value.

     “Determination Date” means the first Business Day of the calendar month in which each Payment Date occurs.

     “Direct Participants” means securities brokers and dealers, banks, trust companies and clearing corporations, and may include certain other organizations which access the DTC system directly.

     “Direction” has the meaning given to such term in Section 1.04(c) hereof.

     “Dollars” or “$” means the lawful currency of the United States of America.

     “DTC” means The Depository Trust Company, a limited purpose trust company organized under the New York Banking Law, its nominees and their successors.

     “DTC Participants” means Euroclear, Clearstream or other Persons who have accounts with DTC.

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     “Early Amortization Event” means, as of any Payment Date, the existence of any one or more of the following events or conditions, unless the occurrence of such event or condition is waived by the Indenture Trustee at the Direction of a Requisite Majority:

     (a) a Manager Termination Event has occurred;

     (b) the number of Portfolio Railcars that are subject to a Lease is less than 80% of the total number of Portfolio Railcars or;

     (c) the Debt Service Coverage Ratio is less than 1.05 to 1.00, provided that such Early Amortization Event shall terminate on the next upcoming Payment Date as of which the Debt Service Coverage Ratio at least equals 1.05 to 1.00.

     “Eligibility Requirements” has the meaning given to such term in Section 2.03(b) hereof.

     “Eligible Institution” means (a) Wilmington Trust Company, (b) any depository institution or trust company, with a capital and surplus of not less than $250,000,000, whose long-term unsecured debt rating from the Rating Agency of not less than A and whose deposits are insured by the Federal Deposit Insurance Corporation or (c) a federally or state chartered depository institution, with a capital and surplus of not less than $250,000,000, subject to regulations regarding fiduciary funds on deposit substantially similar to 12 C.F.R. § 9.10(b), that in each case has a long-term unsecured debt rating of not less than A or a short-term unsecured debt rating of A-1 from the Rating Agency.

     “Eligible Railcar” means any Railcar that, on its applicable Delivery Date, is ready and available to operate as of such date in commercial service and otherwise perform the functions for which it was designed.

     “Encumbrance” means any mortgage, pledge, lien, encumbrance, charge or security interest, including, without limitation, any conditional sale, any sale without recourse against the sellers, or any agreement to give any security interest over or with respect to any assets of any applicable Person.

     “Equipment Note” means any one of the promissory notes executed by the Issuer and authenticated by or on behalf of the Indenture Trustee, substantially in the form attached to the Indenture and designated the “Series 2010-1 Secured Railcar Equipment Notes” or substantially equivalent designation.

     “Equipment Note Account” means the payment or disbursement account established pursuant to Section 3.01(a) hereof for purposes of making principal, interest and premium payments to Holders of the Equipment Notes.

     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

     “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System.

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     “Event of Default” means the existence of any of the events or conditions described in Section 4.01 hereof.

     “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

     “Exchange Date” means the date on which interests in each Regulation S Temporary Book-Entry Note will be exchangeable for interests in an Unrestricted Book-Entry Note, which shall be the later of (i) the fortieth (40th) day after the later of (a) the Closing Date and (b) the completion of the distribution of the Equipment Notes and (ii) the date on which the requisite certifications are due to and provided to the Indenture Trustee.

     “Existing Lease” means a Lease in effect on the Closing Date in respect of any Railcar being conveyed to the Issuer on such date, together with any renewals thereof.

     “Existing Lessee” means those Lessees under Existing Leases.

     “Expense Account” has the meaning given to such term in Section 3.01(a) hereof.

     “Final Maturity Date” means the Payment Date occurring in October 2040.

     “Final Principal Payment Shortfall” has the meaning given to such term in Section 3.10(d)(iv) hereof.

     “Flow of Funds” means the provisions of the Indenture applicable to the allocation and distribution of the Available Collections Amount set forth in Sections 3.11(a) or (b) hereof, as applicable.

     “Form of Full Service Lease” means the form of master railcar lease agreement attached as Exhibit E to the Indenture.

     “Form of Net Lease” means the form of master railcar lease agreement attached as Exhibit F to the Indenture.

     “FRA” means the Federal Railroad Administration or any successor thereto.

     “Full Service Leases” means Leases pursuant to which the Lessor thereunder is responsible for maintenance and repair of the Portfolio Railcars that are subject thereto.

     “Future Lease” means, in respect of any Railcar, a Lease of such Railcar entered into by the Issuer at any time after the Delivery Date for such Railcar and that is not an Existing Lease.

     “General Intangibles” (a) means all “general intangibles” as defined in Article 9 of the UCC and (b) includes, without limitation, all Assigned Agreements, all interest rate or currency protection or hedging arrangements, all tax refunds, claims for tax refunds and tax credits, all licenses, permits, approvals, consents, variances, certifications, concessions and authorizations, all Intellectual Property, all Payment Intangibles (in each case, regardless of whether characterized as general intangibles under the UCC), limited liability company or other business records, indemnification claims, contract rights (including rights under leases, whether entered

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into as lessor or lessee and the properties and rights associated therewith), franchises, and any letter of credit, guarantee, claim, security interest or other security held by or granted to the Issuer to secure payment by an account debtor of any of the Accounts Receivable including the Issuer’s rights in all security agreements, leases and other contracts securing or otherwise relating to any Account Receivable and all warranties, rights and claims against third parties including carriers and shippers and otherwise.

     “Governmental Actions” means any and all consents, approvals, permits, orders, authorizations, waivers, exceptions, variances, exemptions or licenses of, or registrations, declarations or filings with, any Governmental Authority required under any Applicable Law.

     “Governmental Authority” shall mean any government, legislative body, regulatory authority, court, administrative agency or commission or other governmental agency or instrumentality (or any officer or representative thereof), domestic, foreign or international, of competent jurisdiction, including the European Union.

     “Grantor” has the meaning set forth in the preamble hereof.

     “Hazardous Substances” means any hazardous or toxic substances, materials or wastes, including, but not limited to, those substances, materials, and wastes listed in the United States Department of Transportation Hazardous Materials Table (49 CFR § 172.101) or by the Environmental Protection Agency as hazardous substances (40 CFR § 302.4), or such substances, materials and wastes which are or become regulated under any applicable local, state or federal law or the equivalent under applicable foreign laws including, without limitation, any materials, waste or substance which is (a) petroleum, (b) asbestos, (c) polychlorinated biphenyls, (d) defined as a “hazardous material,” “hazardous substance” or “hazardous waste” under applicable local, state or federal law or the equivalent under applicable foreign laws, (e) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act of 1977, (f) defined as “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act of 1976 or (g) defined as “hazardous substances” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980.

     “Holder” or “Noteholder” means any Person in whose name an Equipment Note is registered from time to time in the Register for such Equipment Notes.

     “Indebtedness” means, with respect to any Person at any date of determination (without duplication), (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto), (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of purchasing such property or service or taking delivery and title thereto or the completion of such services, and payment deferrals arranged primarily as a method of raising funds to acquire such property or service, (v) all obligations of such Person under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed) that is required to be classified and accounted for as a capital lease obligation under U.S. GAAP, (vi) all Indebtedness (as defined in clauses (i) through (v) of this paragraph) of other Persons

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secured by a lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person, and (vii) all Indebtedness (as defined in clauses (i) through (v) of this paragraph) of other Persons guaranteed by such Person.

     “Indemnified Expenses” has the meaning assigned thereto in Section 5 of the Administrative Services Agreement.

     “Indenture” has the meaning set forth in the preamble hereof.

     “Indenture Account” means each of the Collections Account, the Expense Account, the Mandatory Replacement Account, the Optional Reinvestment Account, the Liquidity Reserve Account, any Redemption/Defeasance Account, the Equipment Note Account and any sub-accounts and ledger and sub-ledger accounts maintained with respect to any of the foregoing in accordance with this Indenture (as well as any other account, if ever any, established with the Indenture Trustee in accordance with Section 3.01(a) after the Closing Date).

     “Indenture Investment” means any obligation issued or guaranteed by the United States of America or any of its agencies for the payment of which the full faith and credit of the United States of America is pledged and with a final maturity on or before the date which is the earlier of (a) ninety days from the date of purchase thereof and (b) the first Payment Date occurring after the date of purchase thereof.

     “Indenture Trustee” has the meaning given to such term in the preamble hereof, and any successor indenture trustee appointed in accordance with the terms hereof.

     “Indenture Trustee Fees” means the compensation and expenses (including attorneys fees and expenses and indemnification payments) payable to the Indenture Trustee for its services under this Indenture and the other Relative Documents to which it is a party (if any).

     “Inflation Factor” means, with respect to any calendar year, the quotient (expressed as a decimal) obtained by dividing (i) the PPI published in respect of the most recently ended calendar year (the “New Year”), by (ii) the PPI published in respect of the calendar year immediately preceding the New Year, and subtracting 1.00 from the resulting quotient. “PPI” for purposes hereof, means, with respect to any calendar year or any period during any calendar year, the “Producer Price Index” applicable to the capital equipment sector as published by the Bureau of Labor Statistics for the United States Department of Labor. If the PPI shall be converted to a different standard reference base or otherwise revised after the date hereof, PPI shall thereafter be calculated with use of such new or revised statistical measure published by the Bureau of Labor Statistics or, if not so published, as may be published by any other reputable publisher of such price index reasonably selected by the Administrator. The Inflation Factor may be a negative number.

     “Initial Appraised Value” means, with respect to a Railcar, the appraised value of such Railcar as determined in the Appraisal delivered in connection with the Conveyance thereof to the Issuer.

     “Initial Railcar” means a Portfolio Railcar identified on Schedule 2 hereto that has been, or will be, acquired by the Issuer on the Closing Date pursuant to the Asset Transfer Agreement.

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     “Inspection” has the meaning given to such term in Section 5.04(z)(i) hereof.

     “Inspection Representative” has the meaning given to such term in Section 5.04(z)(i) hereof.

     “Institutional Accredited Investor” means a Person that is an “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

     “Insurance Agreement” means the Insurance Agreement, dated as of the Closing Date, between the Insurance Manager and the Issuer, or any replacement insurance agreement with a replacement Insurance Manager.

     “Insurance Manager” means TILC, in its capacity as insurance manager under the Insurance Agreement, including its successors in interest and permitted assigns, until another Person shall have become the insurance manager under such agreement, after which “Insurance Manager” shall mean such other Person.

     “Insurance Manager Default” has the meaning given such term in Section 6.2 of the Insurance Agreement.

     “Instruments” means all “instruments” as defined in Article 9 of the UCC.

     “Intellectual Property” means all past, present and future: trade secrets and other proprietary information; trademarks, service marks, business names, Internet domain names, designs, logos, trade dress, slogans, indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world; copyrights (including copyrights for computer programs and software) and copyright registrations or applications for registrations which have heretofore been or may hereafter be applied for or issued throughout the world and all tangible property embodying the copyrights; unpatented inventions (whether or not patentable); patent applications and patents; industrial designs, industrial design applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom; books, records, writings, computer tapes or disks, flow diagrams, specification sheets, source codes, object codes and other physical manifestations, embodiments or incorporations of any of the foregoing; the right to sue for all past, present and future infringements of any of the foregoing; and all common law and other rights throughout the world in and to any or all of the foregoing.

     “Interchange Rules” means the interchange rules or supplements thereto of the AAR, as the same may be in effect from time to time.

     “Interest Accrual Period” means the period beginning on each Payment Date and ending on (but excluding) the next succeeding Payment Date, except that the initial Interest Accrual Period shall begin on the Closing Date and end on (but exclude) the first Payment Date occurring after the Closing Date.

     “Investment Letter” means a letter substantially in the form of Exhibit C attached hereto.

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     “Investment Property” means all “investment property” as defined in Article 9 of the UCC.

     “Involuntary Railcar Disposition” has the meaning set forth in Section 5.03(a)(ii) hereof.

     “Issuance Expenses” means the aggregate amount of all subscription discounts, brokerage commissions, placement fees, resale fees, structuring fees, out of pocket transaction expenses and other similar fees, commissions and expenses relating to the issuance of the Equipment Notes.

     “Issuer” has the meaning assigned in the preamble hereof.

     “Issuer Documents” means the Indenture, the Management Agreement, the Account Administration Agreement, the Administrative Services Agreement, the Insurance Agreement, the Asset Transfer Agreement, any Bill of Sale, any Assignment and Assumption, the Marks Company Trust Agreement, any Marks Company Trust Supplement, the Marks Servicing Agreement and any SUBI Certificate related to the Portfolio Railcars.

     “Issuer Expense” means, for any Payment Date, any of the following costs directly incurred by the Issuer or incurred by any Service Provider in its performance of its obligations under the applicable Service Provider Agreement that are, in each case, reasonable in amount and are fairly attributable to the Issuer and its permitted activities during the related Collection Period: (i) accounting and audit expenses, and tax preparation, filing and audit expenses; (ii) premiums for liability, casualty, fidelity, directors and officers and other insurance; (iii) directors’ fees and expenses, including fees and expenses of the special member of the Issuer; (iv) other professional fees; (v) taxes (including personal or other property taxes and all sales, value added, use and similar taxes) other than taxes that are incurred by such Service Provider in respect of its own income or assets, and other than taxes that constitute Ordinary Course Expenses; (vi) taxes imposed in respect of any and all issuances of equity interests, stock exchange listing fees, registrar and transfer expenses and trustee’s fees with respect to any outstanding securities of the Issuer; and (vii) surveillance fees assessed by the Rating Agencies, including any such fees incurred by the Issuer in connection with its compliance with its covenant set forth in Section 5.02(o) hereof.

     “Issuer Group Member” means any of the Issuer, Trinity, TILC, TRLWT or any Affiliate of any of them.

     “Law” means (a) any constitution, treaty, statute, law, regulation, order, rule or directive of any Governmental Authority, and (b) any judicial or administrative interpretation or application of, or decision under, any of the foregoing.

     “Lease” means, with respect to a Railcar, a lease, car contract or other agreement granting permission for the use of such Railcar, constituting an operating lease thereon.

     “Lease Payments” means all lease rental payments and other amounts payable by or on behalf of a Lessee under a Lease related to a Portfolio Railcar, including payments credited due

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to application of security deposits and amounts recovered under other supporting obligations, if any, in respect of such Lease.

     “Lessee” means each Person who is the lessee under a Lease of a Railcar.

     “Lessor” means, with respect to any Lease, the lessor under such Lease (being, in respect of Leases of Portfolio Railcars, the Issuer as assignee lessor under the related Assignment and Assumption).

     “Liquidity Reserve Account” has the meaning given to such term in Section 3.01(a) hereof.

     “Liquidity Reserve Target Amount” means, as of the Closing Date and the first Payment Date, an amount equal to $14,382,768; and on each subsequent Payment Date, an amount equal to nine times the Stated Interest Amount due on the Outstanding Principal Balance of the Equipment Notes as of such date, which Outstanding Principal Balance shall be calculated prior to giving effect to principal payments made on such date in respect of such Equipment Notes.

     “LLC Agreement” means that certain Amended and Restated Limited Liability Company Agreement of the Issuer, dated on or about the Closing Date.

     “LLC Default” has the meaning assigned thereto in Section 8.4 of the Management Agreement.

     “Management Agreement” means the Railroad Car Management, Operation, Maintenance, Servicing and Remarketing Agreement dated as of the Closing Date between the Issuer and TILC, as initial Manager thereunder.

     “Management Fee” means, for any Payment Date, the compensation payable to the Manager on such Payment Date in accordance with the terms of, and designated as such in, the Management Agreement.

     “Manager” means TILC, in its capacity as Manager under the Management Agreement, including its successors in interest, until another Person shall have become the “Manager” under such agreement, after which “Manager” shall mean such other Person.

     “Manager Advance” has the meaning assigned to such term in the Management Agreement.

     “Manager Default” has the meaning set forth in Section 8.2 of the Management Agreement.

     “Manager’s Fleet” means the TILC Fleet as of the Closing Date or as of any date thereafter and does not include Portfolio Railcars and, if a Successor Manager shall have been appointed pursuant to the Management Agreement, “Manager’s Fleet” means all railcars owned, leased or managed by such Manager or its Affiliates, in either case, other than Portfolio Railcars.

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     “Mandatory Replacement Account” has the meaning given to such term in Section 3.01(a) hereof.

     “Manager Termination Event” means the occurrence of any event specified in the Management Agreement (and with respect to events that include a cure or grace period or notice requirement, following the elapsing of such period without cure or the delivery of such notice, as applicable) which gives the Issuer thereunder or its assignees the right to effect a replacement of the current Manager thereunder with a successor or replacement Manager.

     “Mark” means the identification mark of a railcar registered with the AAR, consisting of letters registered in the name of the owner of the railcar mark and the car number.

     “Marks Company” means Trinity Marks Company, a Delaware statutory trust.

     “Marks Company Trust Agreement” means the Amended and Restated Marks Company Trust Agreement, dated as of May 17, 2001, between TILC and Wilmington Trust Company.

     “Marks Company Trust Supplement” means the Supplement 2010-1 to the Marks Company Trust Agreement, dated as of the Closing Date, between TILC and Wilmington Trust Company.

     “Marks Company Trustee” has the meaning set forth in the Marks Company Trust Agreement.

     “Marks Servicing Agreement” means the Management and Servicing Agreement, dated as of May 17, 2001, between TILC and the Marks Company.

     “Member” means the sole member of the Issuer, i.e. TILC in such capacity.

     “Merger Transaction” has the meaning given to such term in Section 5.02(g) hereof.

     “Mexican Lessee” is defined in the definition of Permitted Lessee.

     “Mexico Concentration Restriction” means the condition described in the proviso to the definition of Permitted Lessee. The Issuer will have the right at any time to obtain Rating Agency Confirmation in respect of a proposed change to a more lenient Mexico Concentration Restriction (i.e., to increase the percentage set forth in the definition of Permitted Lessee to be greater than the applicable percentage that is then in effect pursuant to such definition) and, if Rating Agency Confirmation in respect of such proposed change is obtained, the more lenient concentration restriction will then apply.

     “Modification Agreement” means any agreement between the Issuer (or the Manager acting on its behalf) and a Supplier for the purchase and/or installation of a Required Modification or an Optional Modification.

     “Money” means “money” as defined in the UCC.

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     “Monthly Report” has the meaning given to such term in Section 2.13(a) hereof.

     “Moody’s” means Moody’s Investors Service, Inc. or, if such corporation or its successor shall for any reason no longer perform the functions of a securities rating agency, “Moody’s” shall be deemed to refer to any other nationally recognized rating agency designated by the Issuer.

     “National Reload Pool” means the autorack pool operated by TTX Company for the shared use of bi-level and tri-level autorack Railcars that have been supplied for such pool by participating Class 1 railroads.

     “Net Disposition Proceeds” means, with respect to any Railcar Disposition, (a) in respect of a Railcar Disposition consisting of a sale, the aggregate amount of cash received by or on behalf of the seller in connection with such transaction after deducting therefrom (without duplication) (i) reasonable and customary brokerage commissions and other similar fees and commissions, and (ii) the amount of taxes payable in connection with or as a result of such transaction, in each case to the extent, but only to the extent, that amounts so deducted are, at the time of receipt of such cash, actually paid to a Person that is not an Affiliate of the seller and are properly attributable to such transaction or to the asset that is the subject thereof, and (b) in respect of a Railcar Disposition that is not a sale, payments received in respect of any applicable casualty or condemnation, including insurance proceeds, condemnation awards and payments received from Lessees or other third parties.

     “Net Leases” means Leases pursuant to which a Lessee thereunder is responsible for maintenance and repair of the Portfolio Railcars leased thereunder.

     “Net Proceeds” means, with respect to the issuance of the Equipment Notes, the aggregate amount of cash received by the Issuer in connection with such issuance after deducting therefrom (without duplication) all Issuance Expenses; provided that such amount shall not be less than zero.

     “Net Stated Interest Shortfall” has the meaning given to such term in Section 3.04(c) hereof

     “Non-U.S. Person” means a person who is not a U.S. person, as defined in Regulation S.

     “Note Form” means with respect to any Equipment Note, the form of such Equipment Note attached hereto as Exhibit A.

     “Note Registrar” has the meaning given to such term in Section 2.03(a) hereof.

     “Noteholder” or “Holder” means any Person in whose name an Equipment Note is registered from time to time in the Register for such Equipment Notes.

     “Notices” has the meaning given to such term in Section 13.04 hereof.

     “Officer’s Certificate” means a certificate signed (i) in the case of a corporation, by the President, any Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant

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Secretary of such corporation, (ii) in the case of a partnership, by the Chairman of the Board, the President or any Vice President, the Treasurer or an Assistant Treasurer of a corporate general partner or limited liability company general partner (to the extent such limited liability company has officers), (iii) in the case of a commercial bank or trust company, by the Chairman or Vice Chairman of the Executive Committee or the Treasurer, any Trust Officer, any Vice President, any Executive or Senior or Second or Assistant Vice President, or any other officer or assistant officer customarily performing the functions similar to those performed by the persons who at the time shall be such officers, or to whom any corporate trust matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and (iv) in the case of a limited liability company, any manager or member (other than a special member) thereof and any President, Managing Director or Vice President thereof.

     “Operating Expenses” means (i) Issuer Expenses, (ii) Ordinary Course Expenses and (iii) the costs of Required Modifications.

     “Operative Agreements” means the Asset Transfer Agreement, Bills of Sale, Assignment and Assumptions, the Equipment Notes, the Indenture, each Officer’s Certificate of the Issuer, Manager, any Seller, Administrator or TILC in any other capacity (including as settlor, initial beneficiary and SUBI trustee under any Marks Company Trust Supplement) delivered pursuant to any Operative Agreement, the Management Agreement, the Administrative Services Agreement, the Insurance Agreement, the Service Provider Agreements, the Account Administration Agreement, the Parent Undertaking Agreement, the Marks Company Trust Agreement, each Marks Company Trust Supplement, and the Marks Servicing Agreement.

     “Opinion of Counsel” means a written opinion signed by legal counsel, who may be an employee of the Manager or the Administrator or counsel to the Issuer, that meets the requirements of Section 1.03 hereof.

     “Optional Modification” means a modification or improvement of a Railcar, the cost of which is capitalized in accordance with U.S. GAAP, that (a) is not a Required Modification and (b) complies with the criteria set forth in Section 5.04(aa)(ii) hereof.

     “Optional Redemption” means, with respect to the Equipment Notes, a voluntary prepayment by the Issuer of all or a portion of the Outstanding Principal Balance thereof in accordance with the terms of the Indenture.

     “Optional Reinvestment Account” has the meaning given to such term in Section 3.01(a) hereof.

     “Ordinary Course Expenses” means, with respect to any Payment Date, all of the following expenses and costs, incurred by, or on behalf of, the Issuer in connection with the ownership, use, leasing and/or operation of the Portfolio Railcars during the related Collection Period (and without duplication): (i) costs for routine maintenance and repairs (but not Optional Modifications) needed to return a Railcar to serviceable condition for use in interchange; (ii) the cost of repositioning a Railcar in connection with the origination or termination of a Lease; (iii) legal fees and court costs incurred in connection with enforcing rights under a Lease of a Railcar and/or repossessing such Railcar (but excluding legal fees incurred by the Manager in the

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negotiation and documentation of Future Leases or of amendments or renewals of Leases and Future Leases); (iv) the allocable cost of obtaining and maintaining contingent and off-lease insurance with respect to the Portfolio Railcars; (v) taxes, levies, duties, charges, assessments, fees, penalties, deductions or withholdings assessed, charged or imposed upon or against the use and operation of the Portfolio Railcars; (vi) the cost of storing an off-lease Railcar; (vii) expenses and costs (including legal fees) of pursuing claims against manufacturers or sellers of a Railcar; (viii) non-recoverable sales and value-added taxes with respect to a Railcar; (ix) governmental filing fees necessary to perfect, or continue the perfection of, the security interest of the Indenture Trustee in a Railcar and/or a Lease; and (x) the costs of Optional Modifications (but not in excess of $20,000 in any calendar month).

     “Ordinary Inspection” has the meaning given to such term in Section 5.04(z)(iii) hereof.

     “Outstanding” means with respect to the Equipment Notes at any time, all Equipment Notes authenticated and delivered by the Indenture Trustee except (i) any such Equipment Notes cancelled by, or delivered for cancellation to, the Indenture Trustee; (ii) any such Equipment Notes, or portions thereof, for which the payment of principal of and accrued and unpaid interest on which moneys have been deposited in the Equipment Note Account or distributed to Noteholders by the Indenture Trustee and any such Equipment Notes, or portions thereof, for the payment or redemption of which moneys in the necessary amount have been deposited in the Redemption/Defeasance Account for such Equipment Notes; (iii) any such Equipment Notes in exchange or substitution for which other Equipment Notes, as the case may be, have been authenticated and delivered, or which have been paid pursuant to the terms of this Indenture (unless proof satisfactory to the Indenture Trustee is presented that any of such Equipment Notes is held by a Person in whose hands such Equipment Note is a legal, valid and binding obligation of the Issuer); and (iv) for the limited purposes described in Section 1.04(c), any Equipment Note held by the Issuer or any other Issuer Group Member.

     “Outstanding Equipment Note” means an Equipment Note that is Outstanding.

     “Outstanding Obligations” means, as of any date of determination, an amount equal to the sum of (i) the Outstanding Principal Balance of, and all accrued and unpaid interest (including without limitation, Additional Interest) payable on the Equipment Notes and (ii) all other amounts owing from time to time to Noteholders, or to any other Person under the Operative Agreements.

     “Outstanding Principal Balance” means, with respect to any Outstanding Equipment Notes the total principal balance of such Outstanding Equipment Notes unpaid and outstanding at any time.

     “Parent Undertaking Agreement” means the Parent Undertaking Agreement from Trinity in favor of the Indenture Trustee, dated as of the Closing Date.

     “Part” means any and all parts, attachments, accessions, appurtenances, furnishings, components, appliances, accessories, instruments and other equipment installed in, or attached to (or constituting a spare for any such item installed in or attached to) any Railcar.

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     “Paying Agent” has the meaning given to such term in Section 2.03(a) hereof. The term “Paying Agent” includes any additional Paying Agent.

     “Payment Date” means the 16th calendar day of each month, commencing on November 16, 2010; provided that if any Payment Date would otherwise fall on a day that is not a Business Day, such Payment Date shall be the first following day which is a Business Day.

     “Payment Date Schedule” means the schedule prepared by the Administrator pursuant to Section 3.10(e) hereof.

     “Payment Date Scheduled Disposition Fraction” means for any Payment Date, a fraction, the numerator of which is Railcar Advance Rate as of such Payment Date times the Adjusted Value of the applicable Railcar as to which a Railcar disposition occurred, the proceeds of which were included in the Available Collections Amount on that Payment Date, and the denominator of which is the Scheduled Targeted Principal Balance for the Equipment Notes on such Payment Date, as adjusted for any Optional Redemption pursuant to Section 3.14(b), but without giving effect to any adjustment to such Scheduled Targeted Principal Balances pursuant to Section 3.14(a) hereof.

     “Payment Intangible” means all “payment intangibles” as defined in Article 9 of the UCC.

     “Permitted Discretionary Sale” has the meaning set forth in Section 5.03(a)(iii) hereof.

     “Permitted Encumbrance” means: (i) the ownership interests of the Issuer; (ii) the interest of the Lessee as provided in any Lease; (iii) any Encumbrance for taxes, assessments, levies, fees and other governmental and similar charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings so long as there exists no material risk of sale, forfeiture, loss, or loss of or interference with use or possession of the affected asset, and such contest would not result in the imposition of any criminal liability on the Issuer or any assignee thereof; (iv) in respect of any Railcar, any Encumbrance of a repairer, mechanic, supplier, materialman, laborer and the like arising in the ordinary course of business by operation of law or similar Encumbrance, provided that the proceedings relating to such Encumbrance or the continued existence of such Encumbrance does not give rise to any reasonable likelihood of the sale, forfeiture or other loss of the affected asset, and such contest would not result in the imposition of any criminal liability on the Issuer or any assignee thereof; (v) Encumbrances granted to the Indenture Trustee under and pursuant to the Indenture; (vi) any Encumbrances created by or through or arising from debt or liabilities or any act or omission of any Lessee in each case either in contravention of the relevant Lease (whether or not such Lease has been terminated) or without the consent of the relevant Lessor (provided that if the Issuer becomes aware of any such Encumbrance, it shall use commercially reasonable efforts to have any such Encumbrance lifted, removed and otherwise discharged); (vii) salvage rights of insurers under insurance policies covering the affected asset; (viii) any sublease permitted under any Lease; and (ix) Encumbrances which are released or extinguished upon the transfer of the related asset to the Issuer by the applicable transferee thereof.

     “Permitted Holder” has the meaning given to such term in Section 5.02(i)(A) hereof.

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     “Permitted Investments” means (a) marketable direct obligations issued by, or fully and unconditionally guaranteed by, the United States Government or issued by any agency or instrumentality thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition, (b) certificates of deposit, time deposits, eurocurrency time deposits or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any United States commercial bank having a long-term unsecured debt rating of at least “AA” by S&P or “Aa2” by Moody’s (or equivalent ratings by another nationally recognized credit rating agency if both such corporations are not in the business of rating long-term senior unsecured debt of commercial banks), (c) commercial paper of an issuer rated at the time of acquisition at least A-1+ by S&P or P1 by Moody’s, or carrying an equivalent rating by an internationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing within one year from the date of acquisition, (d) repurchase obligations of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with respect to securities issued or fully guaranteed or insured by the United States Government, (e) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at the time of acquisition at least A-l+ by S&P or P1 by Moody’s or carrying an equivalent rating by an internationally recognized rating agency, (f) securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (b) of this definition or (g) shares of money market mutual or similar funds that are registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended, and operated in accordance with Rule 2a-7 thereunder and that, at the time of such investment, are rated “Aaa” by Moody’s and/or “AAA” by S&P or invest exclusively in assets satisfying the requirements of clauses (a) through (f) of this definition.

     “Permitted Lease” means (a) each Existing Lease (including any renewal or extension thereof to the extent such renewal or extension complies with clauses (i), (iii), (iv) and (v) below) and (b) any agreement (other than an Existing Lease) constituting a Lease that meets all of the following requirements:

     (i) the Lessee thereunder is a Permitted Lessee;

     (ii) if such agreement permits the Lessee thereunder to sublease any of the Portfolio Railcars subject to such Lease, then such Lease shall require that any such sublease be conditioned on (A) the Lessee’s obtaining the Lessor’s prior consent to such sublease, (B) the Lessee agreeing that any such sublease will have provisions making it terminable (as to the sublessee) at the request of the Lessor or Lessee, as applicable, and prohibiting any further subleasing by the sublessee and will not contain any purchase option in favor of the sublessee, (C) the Lease providing that no such sublease shall relieve the Lessee from liability thereunder and (D) the applicable sublessee satisfying the requirements for a “Permitted Lessee” set forth below;

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     (iii) such agreement was entered into on an arm’s length basis with fair market terms on the date of its execution, and does not require any prepayment of rental payments throughout the term of such agreement;

     (iv) such agreement does not contain any purchase option in favor of the Lessee thereunder, other than a purchase option provision complying with the definition of a Permitted Purchase Option;

     (v) such agreement (or any related consent, acknowledgment of assignment, side letter or similar written instrument executed by such Lessee) permits the assignment, pledge, mortgage or other similar disposition of the Lease of the related Railcar without notice to or consent by the Lessee (or, in the case of a written instrument described in the foregoing parenthetical, any further notice to or consent by the Lessee), it being understood that the inclusion within such permission or written instrument of language to the effect that such Lessee consent is conditioned on the assignees’ agreement that it takes its interest in the Railcar and/or related Lease subject to the rights of the Lessee in such Railcar under the Lease, including the right of quiet enjoyment, shall not in and of itself be deemed to constitute the Lease as other than a Permitted Lease; and

     (vi) such agreement contains a provision substantially to the effect that the lease rentals payable under such agreement are not subject to offset, deduction or counterclaim (except as expressly contemplated in any rental abatement provisions contained in a Full Service Lease); provided that this clause (vi) shall not apply if such agreement is subject to the terms of, or entered into pursuant to, an existing master lease agreement dated on or prior to the Closing Date which does not contain such a provision.

     “Permitted Lessee” means any of the following:

     (i) a railroad company or companies (that is not a Credit Bankrupt, Trinity or any Affiliate of Trinity) organized under the laws of the United States of America or any state thereof or the District of Columbia, Canada or any province thereof, or Mexico or any state thereof, upon lines of railroad owned or operated by such railroad company or companies or over which such railroad company or companies have trackage rights or rights for operation of their trains, and upon connecting and other carriers in the usual interchange of traffic;

     (ii) a company with which the Manager would do business in the ordinary course of its business with respect to railcars which it owns or manages for its own account (other than railroad companies, Trinity, Affiliates of Trinity or Credit Bankrupts) for use in their business; and whose credit profile does not vary materially from the credit profile of lessees of other railcars owned, leased or managed by the Manager for its own account; or

     (iii) wholly-owned Subsidiaries of Trinity organized under the laws of (x) Canada or any political subdivision thereof or (y) Mexico or any political subdivision thereof, in each case so long as such Leases are on an arm’s length basis;

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provided, however, that a Person organized under the laws of Mexico or any state thereof (a “Mexican Lessee”) shall not constitute a Permitted Lessee unless after giving effect to the contemplated lease to such Mexican Lessee, the percentage of Portfolio Railcars in the aggregate (as measured by Adjusted Value) leased (or subleased by a Lessee organized under the laws of the United States of America or any state thereof or the District of Columbia, Canada or any province thereof to a sublessee organized under the laws of Mexico or any state thereof, as applicable) to all Mexican Lessees does not exceed 20% of the Adjusted Value of the Portfolio Railcars in the aggregate.

     “Permitted Purchase Option” has the meaning given such term in Section 5.01(z) of the Indenture.

     “Permitted Railcar Acquisition” has the meaning given to such term in Section 5.03(c) hereof.

     “Permitted Railcar Disposition” has the meaning given to such term in Section 5.03(a) hereof.

     “Person” means any natural person, firm, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, government or any political subdivision thereof or any other legal entity, including public bodies.

     “Portfolio” means, at any time, all Portfolio Railcars and the Leases related to such Railcars.

     “Portfolio Railcars” means, as of any date of determination, all Railcars then owned by the Issuer that are subject to the Security Interest granted pursuant to the Indenture.

     “Precedent Lease” has the meaning given to such term in Section 5.03(e)(ii) hereof.

     “Private Placement Legend” means the legend initially set forth on the Equipment Notes in the form set forth in Section 2.02 hereof.

     “Pro Forma Lease” has the meaning given to such term in Section 5.03(e)(ii) hereof.

     “Proceeding” means any suit in equity, action at law, or other judicial or administrative proceeding.

     “Proceeds” means (a) all “proceeds” as defined in Article 9 of the UCC, (b) dividends, payments or distributions made with respect to any Investment Property and (c) whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected, converted or otherwise disposed of, whether such disposition is voluntary or involuntary.

     “Prospective Operating Expenses” means, as of any date of determination, the Administrator’s (after consulting with the Manager) good faith estimate of significant anticipated Operating Expenses of the Issuer expected to be incurred over the next twelve Collection Periods.

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     “Prudent Industry Practice” means at a particular time and to the extent the same are generally known by those in the industry, the standard of operating and maintenance practices, methods and acts, including, but not limited to those required by the Field Manual of the AAR, FRA rules and regulations and Interchange Rules, which, in the light of the relevant facts is generally engaged in or approved by a significant portion of the owners, managers and operators of railcars in the United States that are similar to the Portfolio Railcars, could have been expected to accomplish the desired result consistent with good business practices, reliability, safety and expedition. Prudent Industry Practice is not intended to require optimum practice, method or acts, but rather a spectrum of possible practices, methods or acts that are generally engaged in by other owners, managers and operators of railcars in the United States which are similar to the Portfolio Railcars.

     “Purchase Option Disposition” has the meaning given to such term in Section 5.03(a)(i).

     “Purchase Price” means (a) in the case of a Permitted Railcar Acquisition, the amount to be paid to the seller of a Railcar pursuant to the Asset Transfer Agreement, and (b) in the case of a Required Modification or an Optional Modification, the cost of such Required Modification or Optional Modification, as provided in the Modification Agreement (if any) with the Supplier of such Required Modification or Optional Modification.

     “Purchaser” means any of the “Purchasers” within the meaning of and as defined in the Note Purchase Agreement, dated October 18, 2010, among the Purchasers signatory thereto, the Issuer, TILC and Trinity.

     “Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act.

     “Qualifying Replacement Railcars” has the meaning given such term in Section 5.03(a)(iii)(B).

     “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

     “Railcar” means an item of railroad rolling stock, together with (i) any and all replacements or substitutions thereof, (ii) any and all tangible components thereof and (iii) any and all related appliances, Parts, accessories, appurtenances, accessions, additions, improvements to and replacements from time to time incorporated or installed in any item thereof.

     “Railcar Advance Rate” means, as of any Payment Date and as determined for the Equipment Notes, and giving effect to all Flow of Funds allocations and other transactions occurring on such Payment Date, the percentage equivalent of a fraction, the numerator of which is the aggregate Outstanding Principal Balance of the Equipment Notes as of such Payment Date, and the denominator of which is the aggregate Adjusted Value of the Portfolio Railcars as of such Payment Date.

     “Railcar Disposition” means any sale, transfer or other disposition of any Railcar (or an interest therein), including by reason of such Railcar suffering a Total Loss.

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     “Railcar Disposition Agreement” means any lease, sublease, conditional sale agreement, finance lease, hire purchase agreement or other agreement (other than an agreement relating to maintenance, modification or repairs) or any purchase option granted to a Person other than the Issuer to purchase a Railcar pursuant to a purchase option agreement, in each case pursuant to which any Person acquires or is entitled to acquire legal title to, or the economic benefits of ownership of, such Railcar.

     “Railroad Authority” means the STB, the AAR, and/or any other governmental authority which, from time to time, has control or supervision of railways or has jurisdiction over the railworthiness, operation and/or maintenance of a Railcar operating in interchange.

     “Railroad Mileage Credits” means the mileage credit payments made by railroads under their applicable tariffs to the registered owner of identifying marks on the railcars.

     “Rating Agency” means a nationally recognized statistical rating organization hired by the Issuer to rate the Equipment Notes. As of the Closing Date, the Rating Agency is S&P.

     “Rating Agency Confirmation” means, with respect to any request, action, event or circumstance, and the Rating Agency, either (a) written confirmation by the Rating Agency that fulfillment of such request or the taking of the requested action, or the occurrence of such event or circumstance will not itself cause the Rating Agency to downgrade or withdraw its rating assigned to any of the Equipment Notes, or (b) written notice to the Rating Agency of such request, action, event or circumstance shall have been given by the Issuer at least ten days prior to the request, action, event or circumstance (or, if Rating Agency Confirmation is required by the applicable Operative Agreement following the occurrence of an event or circumstance, such written notice shall have been given by the Issuer immediately following the occurrence of such event or circumstance) and, prior to the expiration of such ten day period, the Rating Agency shall not have issued any written notice that the fulfillment of such request or the taking of the requested action, or occurrence of such event or circumstance, will itself cause the Rating Agency to downgrade or withdraw its rating assigned to any of the Equipment Notes.

     “Received Currency” has the meaning given to such term in Section 13.06(a) hereof.

     “Record Date” means with respect to each Payment Date, the close of business on the fifth Business Day immediately preceding such Payment Date and, with respect to the date on which any Direction is to be given by the Equipment Noteholders, the close of business on the last Business Day prior to the solicitation of such Direction.

     “Redemption Date” means the date, which shall in each case be a Payment Date (unless otherwise designated by the Issuer in connection with a refinancing of the then Outstanding Equipment Notes), on which Equipment Notes are redeemed in whole or in part pursuant to an Optional Redemption.

     “Redemption/Defeasance Account” means an account established by the Indenture Trustee pursuant to Section 3.08 hereof.

     “Redemption Fraction” has the meaning given to such term in Section 3.14(b) hereof.

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     “Redemption Notice” means, a notice sent by the Indenture Trustee to the Holders in respect of the Equipment Notes to be redeemed, as described in Section 3.13(d) hereof.

     “Redemption Premium” means, with respect to the principal amount of Equipment Notes to be prepaid on any prepayment date, an amount equal to the product obtained by multiplying (a) the excess, if any, of (i) the sum of the present values of all the remaining Scheduled Principal Payment Amounts and interest, based upon the Scheduled Targeted Principal Balances (as adjusted for previous Optional Redemptions), from the prepayment date to the fifteenth anniversary of the Closing Date (assuming full prepayment on such fifteenth anniversary), discounted monthly on the last day of each month to the prepayment date at a rate equal to the Treasury Rate plus 0.50%, based upon a 360-day year of twelve 30-day months, over (ii) the aggregate Outstanding Principal Balance of the Equipment Notes plus any accrued but unpaid interest thereon, by (b) a fraction, the numerator of which shall be the aggregate portion of the Outstanding Principal Balance of the Equipment Notes (determined as of the Determination Date for the related prepayment date) to be prepaid on such prepayment date and the denominator of which shall be the aggregate Outstanding Principal Balance of the Equipment Notes; provided that the Outstanding Principal Balance of the Equipment Notes for the purpose of clause (a)(ii) and (b) of this definition shall be determined after deducting the principal installment, if any, due and paid on such prepayment date.

     “Redemption Price” means, with respect to Equipment Notes that will be the subject of an Optional Redemption, an amount (determined as of the Determination Date for the Redemption Date for such Optional Redemption) equal to the Outstanding Principal Balance of Equipment Notes being repaid together with all accrued and unpaid interest thereon, and the Redemption Premium thereon.

     “Register” has the meaning given to such term in Section 2.03(a) hereof.

     “Regulation S” means Regulation S under the Securities Act.

     “Regulation S Book-Entry Notes” means the Unrestricted Book-Entry Notes and the Regulation S Temporary Book-Entry Notes.

     “Regulation S Temporary Book-Entry Note” means Equipment Notes initially sold outside the United States in reliance on Regulation S, represented by a single temporary global note in fully registered form, without interest coupons, the form of which shall be substantially in the form of the applicable Note Form for such Equipment Note, with the legends required by Section 2.02 hereof for a Regulation S Temporary Book-Entry Note inscribed thereon.

     “Reimbursable Services” has the meaning assigned thereto in Section 5.4 of the Management Agreement.

     “Related Documents” has the meaning assigned to such term in Section 5.04(z)(i) hereof.

     “Related Document Inspection” has the meaning assigned to such term in Section 5.04(z)(i) hereof.

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     “Related Party” means, with respect to any Person, an Affiliate of such Person and any director, officer, servant, employee, agent, successor or permitted assign of that Person or any such Affiliate.

     “Relative Documents” means the Service Provider Agreements, the Asset Transfer Agreement, this Indenture, and the Equipment Notes, together with all certificates, documents and instruments delivered pursuant to any of the foregoing.

     “Relevant Information” means the information provided by the Service Providers to the Administrator that is required to enable the Administrator make the calculations contemplated by Section 3.10(a) through (e).

     “Remaining Weighted Average Life” means, with respect to any date of prepayment of or any date of determination in respect of the Equipment Notes, the number of days equal to the quotient obtained by dividing (a) the sum of the products obtained by multiplying (i) the Scheduled Targeted Principal Balance of the Equipment Notes for each remaining Payment Date (in the case of a prepayment date, from the prepayment date to the first Payment Date occurring on or immediately following the fifteenth anniversary of the Closing Date) by (ii) the number of days from and including the prepayment date or date of determination to but excluding the scheduled payment date of such principal payment by (b) the Outstanding Principal Balance of the Equipment Notes on such date of prepayment or determination.

     “Renewal Lease” has the meaning given to such term in Section 5.03(e) hereof.

     “Replacement Exchange” means the acquisition by the Issuer of one or more Qualifying Replacement Railcars with all or a portion of the Net Disposition Proceeds from a Permitted Discretionary Sale, a Purchase Option Disposition or an Involuntary Railcar Disposition, in each case within the Replacement Period applicable to such Railcar Disposition, as provided in Section 5.03 hereof.

     “Replacement Period” means, with respect to the Issuer’s use of all or any portion of Net Disposition Proceeds as permitted in accordance with this Indenture, the period beginning on the date of the applicable Railcar Disposition and ending on the earlier of (i) the 180th day after the date of the Issuer’s receipt of all Net Disposition Proceeds from such Railcar Disposition and (ii) the occurrence of an Event of Default.

     “Required Expense Amount” means, with respect to a Payment Date, an amount equal to the sum of (i) the Operating Expenses payable on such Payment Date, consisting of all Operating Expenses actually incurred by the Service Providers and not previously reimbursed and the amounts shown on all invoices received from the Service Providers for the reimbursement or payment of Operating Expenses due or to become due on or before such Payment Date and not previously paid or reimbursed, (ii) a reserve amount to be deposited for Operating Expenses that are due and payable during the Interest Accrual Period beginning on such Payment Date and (iii) a reserve amount to be deposited for Prospective Operating Expenses.

     “Required Expense Deposit” has the meaning ascribed to such term in Section 3.10(a) hereof.

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     “Required Expense Reserve” means the sum of the amounts described in clauses (ii) and (iii) in the definition of “Required Expense Amount.”

     “Required Modification” means any alteration or modification of a Portfolio Railcar required by the AAR, the FRA, the United States Department of Transportation or any other United States or state governmental agency or any other applicable law (including without limitation, the laws of Mexico, Canada or any of their respective states and territories (as applicable)) and required by such entity as a condition of continued use or operation of such Railcar in interchange.

     “Requisite Majority” means Holders of Equipment Notes that, individually or in the aggregate, own more than fifty percent (50%) of the then Outstanding Principal Balance thereof.

     “Responsible Officer” means, with respect to the subject matter of any covenant, agreement or obligation of any party contained in any Operative Agreement, the President, or any Vice President, Assistant Vice President, Treasurer, Assistant Treasurer or other officer, who in the normal performance of his or her operational responsibility would have knowledge of such matter and the requirements with respect thereto; and with respect to the Indenture Trustee, any trust officer at its corporate trust office (or any other officer to whom any matter has been referred because of such officer’s knowledge and familiarity with the particular subject); and when used in connection with the Issuer, shall include any such officer of the Manager or the Administrator acting on behalf of the Issuer under the applicable Service Provider Agreement, as the case may be.

     “Rider” means a schedule or rider to a master lease agreement between the lessor thereunder and a lessee that evidences the lease transaction in respect of the individual railcars listed thereon, as contemplated in such master lease agreement.

     “Rule 144A” means Rule 144A under the Securities Act.

     “S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor to such corporation’s business of rating securities, or, if such corporation or its successor shall for any reason no longer perform the functions of a securities rating agency, “S&P” shall be deemed to refer to any other nationally recognized rating agency designated by the Issuer.

     “Schedule” means a schedule or rider to a master lease agreement between the lessor thereunder and a lessee that evidences the lease transaction in respect of the individual railcars listed thereon, as contemplated in such master lease agreement.

     “Scheduled Adjustment Fraction” means, as of any Payment Date, a fraction equal to one minus the sum of the Payment Date Scheduled Disposition Fractions for such Payment Date and for all preceding Payment Dates, provided that the Scheduled Adjustment Fraction shall not be less than zero.

     “Scheduled Principal Payment Amount” means, for the Equipment Notes on any Payment Date, the excess, if any, of (x) the sum of the then Outstanding Principal Balance of the Equipment Notes over (y) the Scheduled Targeted Principal Balance for such Payment Date.

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     “Scheduled Targeted Principal Balance” means, for any Payment Date, the amount set forth opposite such Payment Date on Schedule 4 hereto under the column titled “Principal Balance”, as it may be adjusted from time to time in accordance with Section 3.14 of the Indenture.

     “Secured Obligations” has the meaning given such term in the Granting Clause hereof.

     “Secured Parties” means the holders of and/or obligees in respect of the Secured Obligations, including without limitation the Noteholders.

     “Securities” means any obligations of an issuer or any shares, participations or other interests in an issuer or in property or an enterprise of an issuer that (i) are represented by a certificate representing a security in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer, (ii) are one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations and (iii)(A) are, or are of a type, dealt with or traded on securities exchanges or securities markets or (B) are a medium for investment and by their terms expressly provide that they are a security governed by Article 8 of the UCC.

     “Securities Accounts” means all “securities accounts” as defined in Article 9 of the UCC.

     “Securities Act” means the Securities Act of 1933, as amended.

     “Securities Entitlements” means all “security entitlements” as defined in Article 9 of the UCC.

     “Security Interests” means the security interests and other Encumbrances granted or expressed to be granted in the Collateral pursuant to the Indenture.

     “Seller” has the meaning given such term in the Asset Transfer Agreement.

     “Senior Claim” has the meaning given thereto in Section 11.01(a) hereof.

     “Senior Claimant” has the meaning given thereto in Section 11.01(a) hereof.

     “Service Provider” means each of or all of (as the context may require) the Manager, the Insurance Manager, Indenture Trustee and the Administrator.

     “Service Provider Agreements” means, when used with respect to any Service Provider, the Management Agreement, the Insurance Agreement, the Administrative Services Agreement or the Indenture, in each case as applicable to such Service Provider which is party thereto, or any of the foregoing individually as the context requires.

     “Service Provider Fees” means any fees and expenses due or reimbursable to Service Providers in accordance with the applicable agreements with such Servicer Providers (including the Relative Documents), including, without limitation, the Indenture Trustee Fees due to the

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Indenture Trustee hereunder, but excluding any such amounts that constitute Operating Expenses.

     “Services Standard” has the meaning assigned thereto, in Section 3.1 of the Management Agreement.

     “Servicing Agreement” means the Marks Servicing Agreement.

     “Sold Railcars” has the meaning given to such term in Section 5.03(a)(iii)(D) hereof.

     “Special Rating Agency Confirmation” means with respect to any request, action, event or circumstance, written confirmation by the Rating Agency that fulfillment of such request or the taking of the requested action, or the occurrence of such event or circumstance, will not itself cause the Rating Agency to downgrade or withdraw its rating assigned to any of the Equipment Notes.

     “Stated Interest” means, with respect to the Equipment Notes, interest payable on the Equipment Notes at the Stated Rate.

     “Stated Interest Amount” means, with respect to the Equipment Notes, that amount of Stated Interest due and payable on the Equipment Notes on a Payment Date, including any Stated Interest due and payable on a prior Payment Date that was not paid on such Payment Date, as described in the last sentence of Section 3.04(c) hereof.

     “Stated Interest Shortfall” has the meaning given to such term in Section 3.10(d).

     “Stated Rate” means, a fixed rate of 5.194% per annum (determined on the basis of a year of 360 days and twelve 30 day months).

     “STB” means the Surface Transportation Board of the United States Department of Transportation or any successor thereto.

     “Stock” means all shares of capital stock, all beneficial interests in trusts, all partnership interests (general or limited) in a partnership, all membership interests in limited liability companies, all ordinary shares and preferred shares and any options, warrants and other rights to acquire such shares or interests, as applicable.

     “SUBI Certificate” means, with respect to Railcars that are conveyed to the Issuer from time to time so as to become Portfolio Railcars and that bear Trinity Marks, a SUBI Certificate evidencing a SUBI interest in such Trinity Marks under the Marks Company Trust Agreement.

     “Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person.

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     “Successor Administrator” has the meaning assigned thereto in Section 4(d) of the Administrative Services Agreement.

     “Successor Insurance Manager” has the meaning assigned to such term in Section 6.3(b) of the Insurance Agreement.

     “Successor Manager” has the meaning assigned to such term in Section 8.6 of the Management Agreement.

     “Supplement” means a supplement to the Indenture.

     “Supplier” means the Person that supplies or installs a Required Modification or Optional Modification and to whom payment for the Purchase Price of such Required Modification or Optional Modification is to be made.

     “Supporting Obligation” means all “supporting obligations” as defined in Article 9 of the UCC.

     “Tax” and “Taxes” mean any and all taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (together with any and all interest, penalties, loss, damage, liability, expense, additions to tax and additional amounts or costs incurred or imposed with respect thereto) imposed or otherwise assessed by the United States or by any state, local or foreign government (or any subdivision or agency thereof) or other taxing authority, including, without limitation: taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation, or net worth and similar charges; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added, taxes on goods and services, gains taxes, license, registration and documentation fees, customs duties, tariffs, and similar charges.

     “Third Party Event” has the meaning given to such term in Section 5.04 hereof.

     “TILC” means Trinity Industries Leasing Company, a Delaware corporation.

     “TILC Agreements” means the Operative Agreements to which TILC is or will be a Party.

     “TILC Fleet” means all Railcars owned, leased or managed by TILC as of any date of determination but excluding the Portfolio Railcars.

     “Total Loss” means, with respect to any Railcar (a) if the same is subject to a Lease, an Event of Loss (as defined in such Lease) or the like (however so defined); or (b) if the same is not subject to a Lease, (i) its actual, constructive, compromised, arranged or agreed total loss, (ii) its destruction, damage beyond economic repair or being rendered unfit for commercial use for any reason whatsoever, (iii) its requisition for title, confiscation, restraint, detention, forfeiture or any compulsory acquisition or seizure or requisition for hire (other than a requisition for hire for a temporary period not exceeding 180 days) by or under the order of any government (whether civil, military or de facto) or public or local authority or (iv) its hijacking, theft or

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disappearance, resulting in loss of possession by the owner or operator thereof for a period of ninety (90) consecutive days or longer. A Total Loss with respect to any Railcar shall be deemed to occur on the date on which such Total Loss is deemed pursuant to the relevant Lease to have occurred or, if such Lease does not so deem or the relevant Railcar is not subject to a Lease, (A) in the case of an actual total loss or destruction, damage beyond economic repair or being rendered permanently unfit, the date on which such loss, destruction, damage or rendering occurs (or, if the date of loss or destruction is not known, the date on which the relevant Railcar was last heard of); (B) in the case of a constructive, compromised, arranged or agreed total loss, the earlier of (1) the date 30 days after the date on which notice claiming such total loss is issued to the insurers or brokers and (2) the date on which such loss is agreed or compromised by the insurers; (C) in the case of requisition for title, confiscation, restraint, detention, forfeiture, compulsory acquisition or seizure, the date on which the same takes effect; (D) in the case of a requisition for hire, the expiration of a period of 180 days from the date on which such requisition commenced (or, if earlier, the date upon which insurers make payment on the basis of a Total Loss); or (E) in the case of clause (iv) above, the final day of the period of 90 consecutive days referred to therein.

     “Treasury Rate” means with respect to prepayment of each Equipment Note, a per annum rate (expressed as a monthly equivalent and as a decimal and, in the case of United States Treasury bills, converted to a bond equivalent yield), determined to be the per annum rate equal to the monthly yield to maturity for United States Treasury securities maturing on the Average Life Date of such Equipment Note, as determined by interpolation between the most recent weekly average yields to maturity for two series of United States Treasury securities, (A) one maturing as close as possible to, but earlier than, the Average Life Date of such Equipment Note and (B) the other maturing as close as possible to, but later than, the Average Life Date of such Equipment Note, in each case as published in the most recent H.15(519) (or, if a weekly average yield to maturity for United States Treasury securities maturing on the Average Life Date of such Equipment Note is reported in the most recent H.15(519), as published in H.15(519)). “H.15(519)” means “Statistical Release H.15(519), Selected Interest Rates,” or any successor publication, published by the Board of Governors of the Federal Reserve System. The most recent H.15(519) means the latest H.15(519) which is published prior to the close of business on the third Business Day preceding the scheduled prepayment date.

     “Trinity” means Trinity Industries, Inc., a Delaware corporation.

     “Trinity Marks” means the Marks owned by the Marks Company designated “TILX” and “TIMX.”

     “TRLWT” means Trinity Rail Leasing Warehouse Trust, a Delaware statutory trust.

     “TRLWT Agreements” means the Operative Agreements to which TRLWT is or will be a party.

     “UCC” means the Uniform Commercial Code as enacted in the State of New York, or when the context implies, the Uniform Commercial Code as in effect from time to time in any other applicable jurisdiction.

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     “Unit Inspection” has the meaning given to such term in Section 5.04(z)(i) hereof.

     “United States Person” and “U.S. Person” have the meanings given to such terms in Regulation S under the Securities Act.

     “Unrestricted Book-Entry Note” shall have the meaning given to such term in Section 2.01(c)(iv) hereof, the form of which shall be substantially in the form of the applicable Note Form for such Equipment Note, with the legends required by Section 2.02 for an Unrestricted Book-Entry Note inscribed thereon.

     “U.S. GAAP” means generally accepted accounting principles in the United States, as in effect from time to time.

     “U.S. Government Obligations” has the meaning given to such term in Section 12.02(a) hereof.

     “Wilmington Funds” means service shares of the Money Market Portfolios of WT Mutual Fund, a mutual fund for which Wilmington Trust Company serves as custodian and Rodney Square Management Corp., an affiliate of Wilmington Trust Company, serves as investment advisor or other available fund comprised of shares in any money market mutual fund registered under the Investment Company Act of 1940, as amended, that is rated in the highest rating category by any of Moody’s or S&P.

     “WTC” means Wilmington Trust Company, a Delaware banking corporation.

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EX-10.3

Exhibit 10.3

PURCHASE AND CONTRIBUTION
AGREEMENT

by and among

TRINITY RAIL LEASING WAREHOUSE TRUST,

TRINITY INDUSTRIES LEASING COMPANY

and

TRINITY RAIL LEASING 2010 LLC

Dated as of October 25, 2010

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS		1
Section 1.1 General		1
Section 1.2 Specific Terms		2
ARTICLE II CONVEYANCE OF THE RAILCARS AND LEASES		4
Section 2.1 Conveyance of the Railcars and Leases		4
ARTICLE III CONDITIONS OF CONVEYANCE		6
Section 3.1 Conditions Precedent to Conveyance		6
Section 3.2 Conditions Precedent to All Conveyances		7
ARTICLE IV REPRESENTATIONS AND WARRANTIES		8
Section 4.1 Representations and Warranties of TRLWT Seller—General		8
Section 4.2 Representations and Warranties of TILC Seller—General		9
Section 4.3 Representations and Warranties of Seller—Assets		11
Section 4.4 Representations and Warranties of the Purchaser		13
Section 4.5 Indemnification		15
Section 4.6 Special Indemnification by TILC regarding Exercise of Setoff by Customers		16
ARTICLE V COVENANTS OF SELLER		17
Section 5.1 Protection of Title of the Purchaser		17
Section 5.2 Other Liens or Interests		18
ARTICLE VI MISCELLANEOUS		18
Section 6.1 Amendment		18
Section 6.2 Notices		18
Section 6.3 Merger and Integration		19
Section 6.4 Severability of Provisions		19
Section 6.5 Governing Law		19
Section 6.6 Counterparts		19
Section 6.7 Binding Effect; Assignability		19
Section 6.8 Third Party Beneficiaries		20
Section 6.9 Term		20
EXHIBIT A FORM OF BILL OF SALE
EXHIBIT B FORM OF ASSIGNMENT AND ASSUMPTION
EXHIBIT C DELIVERY SCHEDULE ON THE CLOSING DATE

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PURCHASE AND CONTRIBUTION AGREEMENT

     THIS PURCHASE AND CONTRIBUTION AGREEMENT is made as of October 25, 2010 (this “Agreement”) by and among TRINITY RAIL LEASING WAREHOUSE TRUST, a Delaware statutory trust (“TRLWT” or the “TRLWT Seller”), TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation (“TILC” or the “TILC Seller”; TRLWT and TILC are sometimes hereinafter collectively referred to as the “Sellers” or individually as a “Seller”) and TRINITY RAIL LEASING 2010 LLC, a Delaware limited liability company (the “Purchaser”).

W I T N E S S E T H:

     WHEREAS, the Purchaser has agreed to purchase from TRLWT from time to time, and TRLWT has agreed to Sell (as hereinafter defined) to the Purchaser from time to time, certain of its Railcars, related Leases and Related Assets (each as hereinafter defined) related thereto on the terms set forth herein.

     WHEREAS, during the period prior to their sale hereunder, TILC has acted as manager and servicing agent for TRLWT, pursuant to the TRLWT Management Agreement (as hereinafter defined), with respect to the Railcars, related Leases and Related Assets that TRLWT may Sell from time to time hereunder (TILC in such capacity, the “TRLWT Manager”).

     WHEREAS, TILC may also wish from time to time, in its individual capacity, to conduct a Sale/Contribution (as hereinafter defined) of certain of its Railcars, related Leases and Related Assets and the Purchaser may wish to purchase from and accept such contribution to the capital of the Purchaser on the terms set forth herein.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Purchaser and each Seller, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

     Section 1.1 General. The specific terms defined in this Article include the plural as well as the singular. Words herein importing a gender include the other gender. References herein to “writing” include printing, typing, lithography, and other means of reproducing words in visible form. References to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms. References herein to Persons include their successors and assigns permitted hereunder or under the Indenture (as defined herein). The terms “include” or “including” mean “include without limitation” or “including without limitation”. The words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit references, unless otherwise specified, refer to Articles and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms used herein, including in the Recitals, but not

defined herein shall have the respective meanings assigned to such terms in the Indenture (as defined herein).

     Section 1.2 Specific Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

     “Appraised Value” means the appraised value of a Railcar as set forth in the Appraisal thereof.

     “Assignment and Assumption” means an Assignment and Assumption executed by the applicable Seller, with countersignature block set forth thereon for execution by the Purchaser, substantially in the form of Exhibit B attached hereto.

     “Bill of Sale” means a Bill of Sale executed by the applicable Seller substantially in the form of Exhibit A attached hereto.

     “Contribution” has the meaning set forth in Section 2.1(a).

     “Convey” means to Sell and/or conduct a Sale/Contribution of Railcars, related Leases and Related Assets hereunder.

     “Conveyance” means, collectively, a Sale and/or Sale/Contribution of Railcars, related Leases and Related Assets by a Seller to the Purchaser.

     “Delivery Schedule” means a schedule, substantially in the form of the initial schedule delivered on the Closing Date and attached as Exhibit C hereto, in each case duly executed and delivered by a Seller to the Purchaser on a Delivery Date, which shall identify the Railcars to be Conveyed on such Delivery Date and identify each Lease relating to any such Railcar.

     “Excluded Amounts” has the meaning set forth in Section 4.5(a).

     “Indemnified Person” has the meaning set forth in Section 4.5(a).

     “Indenture” means the Indenture between the Issuer and the Indenture Trustee dated as of the date hereof.

     “Purchase Price” means, with respect to any Railcars, related Leases and Related Assets conveyed to Purchaser from time to time pursuant hereto, an amount equal to the aggregate Appraised Value of the Railcars so Conveyed.

     “Purchaser” has the meaning specified in the Preamble.

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     “Related Assets” means, with respect to any Railcar or Lease that is Conveyed hereunder on any Delivery Date, all of the applicable Seller’s right, title and interest in and to the following (as applicable):

          (a) with respect to such Railcar, (i) all licenses, manufacturer’s warranties and other warranties, Supporting Obligations, Payment Intangibles, Chattel Paper, General Intangibles and all other rights and obligations related to such Railcar, (ii) all Railroad Mileage Credits allocable to such Railcar and any payments in respect of such credits accruing on or after the applicable Delivery Date, (iii) all tort claims or any other claims of any kind or nature related to such Railcar and any payments in respect of such claims, (iv) all Marks attaching to such Railcar (including as evidenced by any SUBI Certificate issued by the Marks Company), it being understood that the Marks are owned by the Marks Company and are not being conveyed hereby, and (v) all other payments owing by any Person (including any railroads or similar entities) in respect of or attributable to such Railcar or the use, loss, damage, casualty, condemnation of such Railcar or the Marks associated therewith, in each case whether arising by contract, operation of law, course of dealing, industry practice or otherwise; and

          (b) with respect to such Lease, all Supporting Obligations, Payment Intangibles, Chattel Paper, General Intangibles and all other rights and obligations related to any such Lease, including, without limitation, (i) all rights, powers, privileges, options and other benefits of the applicable Seller to receive moneys and other property due and to become due under or pursuant to such Lease, including, without limitation, all rights, powers, privileges, options and other benefits to receive and collect rental payments, income, revenues, profits and other amounts, payments, tenders or security (including any cash collateral) from any other party thereto, (ii) all rights, powers, privileges, options and other benefits of the applicable Seller to receive proceeds of any casualty insurance, condemnation award, indemnity, warranty or guaranty with respect to such Lease, (iii) all claims for damages arising out of or for breach of or default under such Lease and (iv) the rights, powers, privileges, options and other benefits of the applicable Seller to perform under such Lease, to compel performance and otherwise exercise all remedies thereunder and to terminate any such Lease.

     “Sale” means, with respect to any Person, the sale, transfer, assignment or other conveyance, of the assets or property in question by such Person, and “Sell” means that such Person sells, transfers, assigns or otherwise conveys the assets or property in question.

     “Sale/Contribution” has the meaning specified in Section 2.1(a).

     “TRLWT Management Agreement” means the Second Amendment and Restatement, dated as of May 29, 2009, of the Operation, Maintenance, Servicing and Remarketing Agreement dated as of June 27, 2002 between TRLWT and TILC, as manager thereunder.

     “TRLWT Manager” has the meaning specified in the Recitals.

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ARTICLE II

CONVEYANCE OF THE RAILCARS AND LEASES

     Section 2.1 Conveyance of the Railcars and Leases.

          (a) Subject to the terms and conditions of this Agreement, on and after the date of this Agreement,

          (i) TRLWT Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Bill of Sale and Assignment and Assumption), all right, title and interest of TRLWT Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by TRLWT Seller in accordance with this Agreement and (B) all Related Assets with respect thereto, and

          (ii) TILC Seller hereby agrees to Sell to the Purchaser, without recourse (except to the extent specifically provided herein or in the applicable Bill of Sale and Assignment and Assumption), all right, title and interest of TILC Seller in and to (A) certain Railcars and related Leases as identified from time to time on a Delivery Schedule delivered by TILC Seller in accordance with this Agreement and (B) all Related Assets with respect thereto, provided, that to the extent that the portion of the Purchase Price for such sale paid by the Purchaser to TILC Seller in cash is less than the total dollar amount of the Purchase Price, the balance shall be deemed to have been contributed (a “Contribution”) by TILC Seller as capital to the Purchaser (such transaction in the aggregate, a “Sale/Contribution”),

          (b) The Purchaser in each case hereby agrees to purchase, acquire, accept and assume (including by an assumption of the obligations of the “lessor” under such Leases), all right, title and interest of each such Seller in and to such Railcars, related Leases and Related Assets. Each Seller hereby acknowledges that each Conveyance by it to the Purchaser hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by such Seller.

          (c) The Sales of Railcars, related Leases and Related Assets by TRLWT Seller to the Purchaser and the Sales or Sales/Contributions (as the case may be) of Railcars, related Leases and Related Assets by TILC Seller to the Purchaser pursuant to this Agreement are intended to be absolute assignments (free and clear of any Encumbrances) of all of the applicable Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets for all purposes and, except to the extent specifically provided herein or in the applicable Bill of Sale and Assignment and Assumption, without recourse.

          (d) It is the intention of each Seller and the Purchaser (i) that all Conveyances of Railcars, related Leases and Related Assets be true sales and/or contributions, as applicable, constituting absolute assignments and “true sales” for bankruptcy law purposes by the applicable Seller to the Purchaser, that are absolute and irrevocable and that provide the Purchaser with the full benefits of ownership of the assets so Conveyed and (ii) that the Railcars, related Leases and

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Related Assets that are Conveyed to the Purchaser pursuant to this Agreement shall not be part of the applicable Seller’s estate in the event of the filing of a bankruptcy petition by or against such Seller under any bankruptcy or similar law. Neither any Seller nor the Purchaser intends that (x) the transactions contemplated hereunder be, or for any purpose be characterized as, loans from the Purchaser to the applicable Seller or (y) any Conveyance of Railcars, related Leases and/or Related Assets by any Seller to the Purchaser be deemed a grant of a security interest in the assets so Conveyed by such Seller to the Purchaser to secure a debt or other obligation of such Seller (except in the limited circumstance contemplated in subsection (e) immediately below).

          (e) In the event that any Conveyances pursuant to this Agreement are deemed to be a secured financing (or are otherwise determined not to be absolute assignments of all of the applicable Seller’s right, title and interest in, to and under the Railcars, related Leases and Related Assets so Conveyed, or purportedly so Conveyed hereunder), then (i) the applicable Seller shall be deemed hereunder to have granted to the Purchaser, and such Seller does hereby grant to the Purchaser, a security interest in all of such Seller’s right, title and interest in, to and under such Railcars, related Leases and Related Assets so Conveyed or purported to be Conveyed, securing the purported repayment obligation presumably deemed to exist in respect of such deemed secured financing, and (ii) this Agreement shall constitute a security agreement under applicable law.

          (f) The Sellers shall on the Closing Date, and either or both the TRLWT Seller and/or the TILC Seller shall, as the case may be, on any other Delivery Date, deliver to the Purchaser a Delivery Schedule identifying the Railcars and Leases to be Conveyed by such Seller to the Purchaser on such date.

          (g) The price paid for Railcars, related Leases and Related Assets which are Conveyed hereunder shall be the Purchase Price with respect thereto. Such Purchase Price shall be paid

          (i) in the case of TRLWT Seller, by means of the Purchaser’s immediate cash payment in the full amount of the Purchase Price to TRLWT Seller by wire transfer on the Closing Date (or other Delivery Date) in respect of which TRLWT Seller has delivered a Delivery Schedule, and

          (ii) in the case of TILC Seller, by means of the Purchaser’s immediate cash payment of the portion of the Purchase Price that the Purchaser has available to it for such purpose (including from net proceeds derived from its issuance of the Equipment Notes on such Delivery Date, or from Net Disposition Proceeds held in the Mandatory Replacement Account or the Optional Reinvestment Account), to TILC Seller by wire transfer on the Closing Date (or other applicable Delivery Date) in respect of which TILC Seller has delivered a Delivery Schedule, with the Contributed remainder of such Purchase Price to be reflected by means of proper accounting entries being entered upon the accounts and records of TILC Seller and Purchaser,

with such wire transfers in each case to be made to an account designated by the applicable Seller to the Purchaser on or before the applicable Delivery Date.

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          (h) On and after each Delivery Date and related Purchase Price payment as aforesaid, the Purchaser shall own the Railcars, related Leases and Related Assets Conveyed to the Purchaser on such date, and the applicable Seller shall not take any action inconsistent with such ownership and shall not claim any ownership interest in such assets.

          (i) Until the occurrence of a Manager Termination Event and the replacement of TILC as Manager pursuant to the terms of the Management Agreement, TILC, as Manager, shall conduct the administration, management and collection of the Railcars, related Leases and Related Assets Conveyed to Purchaser pursuant hereto and shall take, or cause to be taken, all such actions as may be necessary or advisable to administer, manage and collect such Conveyed Railcars, related Leases and Related Assets, from time to time, all in accordance with the terms of the Management Agreement.

          (j) On each Delivery Date, the applicable Seller shall deliver or cause to be delivered to the Purchaser (or to an assignee thereof, as directed by the Purchaser) each item required on such date to be delivered by such Seller and any Chattel Paper representing or evidencing the Leases being Conveyed on such Delivery Date.

ARTICLE III

CONDITIONS OF CONVEYANCE

     Section 3.1 Conditions Precedent to Conveyance. Each Conveyance hereunder is subject to the condition precedent that the Purchaser shall have received, and the Indenture Trustee shall have received copies of, all of the following on or before the applicable Delivery Date, in form and substance satisfactory to the Purchaser:

          (i) a Delivery Schedule executed by the applicable Seller and setting forth the Railcars and Leases to be Conveyed on the applicable Delivery Date pursuant to this Agreement;

          (ii) a related Bill of Sale;

          (iii) a related Assignment and Assumption;

          (iv) an Appraisal of the Railcars to be conveyed, with such Appraisal dated no earlier than 60 days prior to the applicable Delivery Date;

          (v) copies of proper UCC financing statements, accurately describing the Conveyed Railcars and Leases and naming the applicable Seller as the “Debtor” and Purchaser as “Secured Party”, or applicable filings with the STB or with the Registrar General of Canada, or other similar instruments or documents, all in such manner and in such places as may be required by law or as may be necessary or, in the opinion of the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority), desirable to perfect the Purchaser’s interest in all Conveyed Railcars, related Leases and Related Assets;

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          (vi) copies of proper UCC financing statement terminations or partial terminations, STB or Registrar General of Canada filings, accurately describing the Conveyed Railcars and Leases, or other similar instruments or documents, in form and substance sufficient for filing under applicable law of any and all jurisdictions as may be necessary to effect or evidence a release or termination of any pre-existing Encumbrance evidenced by an existing filing of record against the Conveyed Railcars, related Leases and Related Assets;

          (vii) in the case of a Delivery Date occurring in connection with the Closing Date, a confirmation or written advice to similar effect from counsel to the Purchaser and addressed to the Indenture Trustee, reasonably acceptable to the Indenture Trustee, that the conveyance constitutes a true sale and that the Purchaser would not be consolidated in connection with a bankruptcy of the applicable Seller; and

          (viii) in the case of a Delivery Date occurring in connection with the Closing Date, such deliveries, and the satisfaction of such other conditions, as are set forth in the Note Purchase Agreement (referred to in the definition of Purchaser in the Indenture) or otherwise required for the issuance of the Equipment Notes.

     Section 3.2 Conditions Precedent to All Conveyances. The Conveyances to take place on any Delivery Date hereunder shall be subject to the further conditions precedent that:

          (a) The following statements shall be true:

          (i) the representations and warranties of each applicable Seller contained in Article IV shall be true and correct on and as of such Delivery Date, both before and after giving effect to the Conveyance to take place on such Delivery Date and to the application of proceeds therefrom, as though made on and as of such date; and

          (ii) such Seller shall be in compliance with all of its covenants and other agreements set forth in this Agreement and the other Operative Agreements to which it is a party.

          (b) Purchaser shall have received a Delivery Schedule, dated the date of the applicable Delivery Date, executed by the applicable Seller, listing the Railcars and Leases being Conveyed on such date.

          (c) The applicable Seller shall have taken such other action, including delivery of approvals, consents, opinions, documents and instruments to the Purchaser, as the Purchaser or the Indenture Trustee (acting at the direction of the Requisite Majority) may reasonably request.

          (d) The applicable Seller shall have taken all steps necessary under all applicable law in order to Convey to the Purchaser the Railcars described on the applicable Delivery Schedules, all Leases related to such Railcars and all Related Assets related to such Railcars and/or Leases, and upon the Conveyance of such Railcars, related Leases and Related Assets from the applicable Seller to the Purchaser pursuant to the terms hereof, the Purchaser will have acquired on such date good and marketable title to and a valid and perfected ownership

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interest in the Conveyed Railcars, related Leases and Related Assets, free and clear of any Encumbrance (other than Permitted Encumbrances).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

     Section 4.1 Representations and Warranties of TRLWT Seller—General. TRLWT Seller makes the following representations and warranties for the benefit of the Purchaser, the Indenture Trustee, each Noteholder and each other Secured Party, on which the Purchaser relies in acquiring the Railcars, related Leases and Related Assets Conveyed by TRLWT Seller hereunder. Such representations are made as of the Closing Date, as of each other Delivery Date and at such other times specified below.

          (a) TRLWT is a statutory trust duly organized, validly existing, and in good standing under the laws of the State of Delaware, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its ability to carry on its business as now conducted or to execute, deliver and perform its obligations under the TRLWT Agreements, has the power and authority to carry on its business as now conducted, and has the requisite power and authority to execute, deliver and perform its obligations under the TRLWT Agreements.

          (b) The TRLWT Agreements have been duly authorized by all necessary entity action by TRLWT, and duly executed and delivered by TRLWT, and (assuming the due authorization, execution and delivery by each other party thereto) constitute the legal, valid and binding obligations of TRLWT, enforceable against TRLWT in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity.

          (c) The execution, delivery and performance by TRLWT of each TRLWT Agreement and compliance by TRLWT with all of the provisions thereof do not and will not contravene (i) any law or regulation, or any order of any court or governmental authority or agency applicable to or binding on TRLWT or any of its properties, or (ii) the provisions of, or constitute a default by TRLWT under, its certificate of trust or trust agreement or (iii) any indenture, mortgage, contract or other agreement or instrument to which TRLWT is a party or by which TRLWT or any of its properties may be bound or affected.

          (d) There are no proceedings pending or, to the knowledge of TRLWT, threatened against TRLWT in any court or before any governmental authority or arbitration board or tribunal.

          (e) TRLWT is not (x) in violation of any term of any charter instrument or operating agreement or (y) in violation or breach of or in default under any other agreement or instrument to which it is a party or by which it may be bound except, in the case of clause (y), where such violation would not reasonably be expected to materially adversely affect TRLWT’s ability to perform its obligations under the TRLWT Agreements or materially adversely affect its

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financial condition or business. TRLWT is in compliance with all laws, ordinances, governmental rules and regulations to which it is subject, the failure to comply with which would have a material and adverse effect on its operations or condition, financial or otherwise, or would impair the ability of TRLWT to perform its obligations under the TRLWT Agreements, and has obtained all licenses, permits, franchises and other governmental authorizations material to the conduct of its business.

          (f) No consent, approval or authorization of, or filing, registration or qualification with, or the giving of notice to, any trustee or any holder of indebtedness of TRLWT or any governmental authority on the part of TRLWT is required (x) in connection with the execution and delivery by TRLWT of the TRLWT Agreements (other than as contemplated thereby), or (y) to be obtained in order for TRLWT to perform its obligations thereunder in accordance with the terms thereof, other than in the case of clause (y) those which are routine in nature and are not normally applied for prior to the time they are required, and which TRLWT has no reason to believe will not be timely obtained.

          (g) The location of TRLWT (within the meaning of Article 9 of the UCC) is in the State of Delaware. TRLWT has not been known by any name other than Trinity Rail Leasing Warehouse Trust and Trinity Rail Leasing Trust II, and is not known by any trade names.

          (h) TRLWT is solvent and will not become insolvent after giving effect to any Conveyance contemplated by this Agreement; after giving effect to each Conveyance contemplated by this Agreement, TRLWT will have an adequate amount of capital to conduct its business in the foreseeable future; and TRLWT does not intend to incur, nor believe that it has incurred, debts beyond its ability to pay as they mature.

          (i) TRLWT will treat the transactions effected by this Agreement as sales of assets to the Purchaser in accordance with U.S. GAAP. TRLWT’s financial records shall reflect that the Railcars and Leases Conveyed hereunder have been Conveyed to the Purchaser, are no longer owned by TRLWT and are not intended to be available to the creditors of TRLWT.

     Section 4.2 Representations and Warranties of TILC Seller—General. TILC Seller makes the following representations and warranties for the benefit of the Purchaser, the Indenture Trustee, each Noteholder and each other Secured Party, on which the Purchaser relies in acquiring the Railcars, related Leases and Related Assets Conveyed by TILC Seller hereunder. Such representations are made as of the Closing Date, as of each other Delivery Date and at such other times specified below.

          (a) TILC is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on its ability to carry on its business as now conducted or as contemplated to be conducted or to execute, deliver and perform its obligations under the TILC Agreements, has the power and authority to carry on its business as now conducted and as contemplated to be conducted, and has the requisite power and authority to execute, deliver and perform its obligations under the TILC Agreements.

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          (b) The TILC Agreements have been duly authorized by all necessary corporate action by TILC, and duly executed and delivered by TILC, and (assuming the due authorization, execution and delivery by each other party thereto) constitute the legal, valid and binding obligations of TILC, enforceable against TILC in accordance with their respective terms except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity.

          (c) The execution, delivery and performance by TILC of each TILC Agreement and compliance by TILC with all of the provisions thereof do not and will not contravene or, in the case of clause (iii), constitute (alone or with notice, or lapse of time or both) a default under or result in any breach of, or result in the creation or imposition of any Encumbrance (other than pursuant to this Agreement) upon any property of TILC pursuant to, (i) any law or regulation, or any order, judgment, decree, determination or award of any court or governmental authority or agency applicable to or binding on TILC or any of its properties, or (ii) the provisions of its certificate of incorporation or bylaws or (iii) any indenture, mortgage, contract or other agreement or instrument to which TILC is a party or by which TILC or any of its properties may be bound or affected except, with respect to clause (iii), where such contravention, default or breach would not reasonably be expected to materially adversely affect TILC’s ability to perform its obligations under the TILC Agreements or materially adversely affect its financial condition or business;

          (d) There are no proceedings pending or, to the knowledge of TILC, threatened against TILC in any court or before any governmental authority or arbitration board or tribunal that, if adversely determined, would reasonably be expected to materially adversely affect TILC’s ability to perform its obligations under the TILC Agreements or materially adversely affect its financial condition or business.

          (e) TILC is not (x) in violation of any term of any charter instrument or bylaw or (y) in violation or breach of or in default under any other agreement or instrument to which it is a party or by which it or any of its property may be bound except in the case of clause (y) where such violation, breach or default would not reasonably be expected to materially adversely affect TILC’s ability to perform its obligations under the TILC Agreements or materially adversely affect its financial condition or business. TILC is in compliance with all laws, ordinances, governmental rules, regulations, orders, judgments, decrees, determinations and awards to which it is subject, the failure to comply with which would reasonably be expected to have a material and adverse effect on its operations or condition, financial or otherwise, or would impair the ability of TILC to perform its obligations under the TILC Agreements, and has obtained all required licenses, permits, franchises and other governmental authorizations material to the conduct of its business.

          (f) No consent, approval or authorization of, or filing, registration or qualification with, or the giving of notice to, any trustee or any holder of indebtedness of TILC or any governmental authority on the part of TILC is required in the United States in connection with the execution and delivery by TILC of the TILC Agreements (other than as contemplated thereby), or is required to be obtained in order for TILC to perform its obligations thereunder in accordance with the terms thereof, other than (i) as may be required under applicable laws, ordinances, governmental rules and regulations to be obtained, given, accomplished or renewed

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at any time after the Closing Date or other applicable Delivery Date in connection with the performance of its obligations under the TILC Agreements and which are routine in nature and are not normally applied for prior to the time they are required, and which TILC has no reason to believe will not be timely obtained, and (ii) as may have been previously obtained in accordance with clause (i) immediately above.

          (g) The location of TILC (within the meaning of Article 9 of the UCC) is in the State of Delaware. TILC has not been known by any name other than Trinity Industries Leasing Company, and is not known by any trade names.

          (h) TILC is solvent and will not become insolvent after giving effect to any Conveyance contemplated by this Agreement, and after giving effect to any Conveyances contemplated by this Agreement, TILC will have an adequate amount of capital to conduct its business in the foreseeable future, and TILC does not intend to incur, nor believe that it has incurred, debts beyond its ability to pay as they mature.

          (i) TILC will treat the transactions effected by this Agreement as sales of assets to, and/or contributions of assets to the capital of, the Purchaser in accordance with U.S. GAAP. TILC’s financial records shall reflect that the Railcars and Leases Conveyed hereunder have been Conveyed to the Purchaser, are no longer owned by TILC and are not intended to be available to the creditors of TILC.

     Section 4.3 Representations and Warranties of Seller—Assets. The following representations and warranties are made (i) with respect to each Delivery Date on which TRLWT is to Convey assets to the Purchaser, by TILC, in its capacity as TRLWT Manager, with respect to each representation expressed as a representation of TRLWT as “Seller”, and (ii) with respect to each Delivery Date on which TILC is to Convey assets to the Purchaser, by TILC for its own account, and in each case are made for the benefit of the Purchaser, the Indenture Trustee, each Noteholder and each other Secured Party as of the date of any Delivery Schedule delivered by the applicable Seller to the Purchaser and solely with respect to the Railcars and Leases that are referred to in such Delivery Schedule and the Related Assets in respect of such Railcars and Leases.

          (a) To the best knowledge of the applicable Seller, no casualty event or other event that may constitute a Total Loss or makes repair of the applicable Railcar uneconomic or renders such Railcar unfit for commercial use or constitutes theft or disappearance of the applicable Railcar has occurred with respect to a Railcar being Conveyed.

          (b) (i) The applicable Seller has, and the Bill of Sale to be delivered on the Delivery Date shall convey to the Purchaser, all legal and beneficial title to the Railcars (and Related Assets in respect of such Railcars) that are being Conveyed, free and clear of all Encumbrances (other than Permitted Encumbrances of the type described in clauses (ii), (iii), (iv), (v) and (viii) of the definition thereof), and such conveyance constitutes a valid and absolute transfer (each such contribution or sale, as the case may be, constituting a “true sale” for bankruptcy law purposes) of all right, title and interest of such Seller in, to and under the Railcars (and Related Assets in respect of such Railcars) being Conveyed and will not be void or voidable under any applicable law; (ii) such Seller has, and the Assignment and Assumption to

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be delivered on the Delivery Date shall assign to the Purchaser, all legal and beneficial title to the Leases (and Related Assets in respect of such Leases) that are being Conveyed, free and clear of all Encumbrances (other than Permitted Encumbrances of the type described in clauses (ii), (iii), (iv), (v) and (viii) of the definition thereof), and such assignment constitutes a valid and absolute transfer (each such contribution or sale, as the case may be, constituting a “true sale” for bankruptcy law purposes) of all right, title and interest of such Seller in, to and under the Leases (and Related Assets in respect of such Leases) being Conveyed and will not be void or voidable under any applicable law; (iii) the Railcars being Conveyed on a Delivery Date are subject to Leases to the extent required under the Indenture in respect of such Conveyance, and (iv) all Leases relating to such Railcars are on rental and other terms that are no different, taken as a whole, from those for similar Railcars in the rest of the TILC Fleet.

          (c) All sales, use or transfer taxes, if any, due and payable upon the Conveyance of the Railcars, related Leases and Related Assets being Conveyed on the applicable Delivery Date will have been paid or such transactions will then be exempt from any such taxes and the Seller (or TRLWT Manager, in the case of TRLWT Seller) will cause any required forms or reports in connection with such taxes to be filed in accordance with applicable laws and regulations.

          (d) The Railcars being Conveyed are substantially similar, in terms of objectively identifiable characteristics that are relevant for purposes of the services to be performed by TILC under the Management Agreement, to the equipment in the TILC Fleet.

          (e) In selecting the Railcars to be sold to the Purchaser, the applicable Seller has not discriminated against the Purchaser in a negative fashion when such Railcars are compared with the other railcars in the TILC Fleet.

          (f) The applicable Seller is not in default of its obligations as “lessor” (or other comparable capacity) under any Lease, and, to the best of such Seller’s knowledge, there are (i) no defaults existing as of the date of Conveyance by any Lessee under any Lease, except such defaults that are not payment defaults (except to a de minimis extent (but giving effect to any applicable grace periods)) and are not material defaults under the applicable Lease, and (ii) no claims or liabilities arising as a result of the operation or use of any Railcar prior to the date hereof, as to which the Purchaser would be or become liable, except for ongoing maintenance and other obligations of the “lessor” provided for under full-service Leases, which obligations are required to be performed by the Manager pursuant to the Management Agreement.

          (g) None of the Railcars being Conveyed are subject to a purchase option under the terms of the related Lease except as described in the related Delivery Schedule, and each such purchase option is a Permitted Purchase Option.

          (h) All written information provided by the applicable Seller or any Affiliate of such Seller to the Appraiser with respect to the Railcars and Leases being Conveyed is true and correct in all material respects. All written information provided by such Seller or any Affiliate of such Seller to Deloitte & Touche LLP with respect to the Leases is true and correct in all material respects and accurately reflects the terms of the Leases. To the extent the written

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information referred to in this clause (h) was provided to the Appraiser and Deloitte & Touche LLP, in each case for their use in connection with their services rendered in connection with Conveyances contemplated hereby, such entities have been provided with the same written information (or relevant portions thereof).

          (i) None of the Leases contain any renewal or extension options except for such options that are described in the Delivery Schedule.

          (j) All information provided in the applicable Delivery Schedule, including each schedule thereto, is true and correct on and as of the related Delivery Date, including without limitation, all information provided therein with respect to each Railcar purported to be covered thereby and all information provided therein with respect to each Lease relating to any such Railcar. All other information concerning the Railcars, related Leases and Related Assets covered by the applicable Delivery Schedule that was provided to the Issuer or the Indenture Trustee prior to the related Delivery Date was true and correct in all material respects as of the date it was so provided.

          (k) No Default, Event of Default or Manager Termination Event has occurred and is continuing on the Delivery Date, and no event that, with the giving of notice, the passage of time or both, would constitute a Manager Termination Event has occurred and is continuing on the Delivery Date.

     Section 4.4 Representations and Warranties of the Purchaser. The Purchaser makes the following representations and warranties for the benefit of each Seller, on which Seller relies in Conveying Railcars, related Leases and Related Assets to the Purchaser hereunder. Such representations are made as of the Closing Date and each other applicable Delivery Date.

          (a) Organization and Good Standing. The Purchaser has been duly organized and is validly existing and in good standing as a limited liability company under the laws of the State of Delaware, with the power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times, and has, full power, authority and legal right to acquire and own the Railcars and Leases Conveyed hereunder.

          (b) Due Qualification. The Purchaser is duly qualified (except where the failure to be so qualified would not have a material adverse effect on its ability to carry on its business as now conducted or as contemplated to be conducted) to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses (except to the extent that such failure to obtain such licenses is inconsequential) and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, licenses and/or approvals.

          (c) Power and Authority. The Purchaser has the power, authority and legal right to execute and deliver this Agreement and to carry out the terms hereof and to acquire the Railcars and Leases Conveyed hereunder; and the execution, delivery and performance of this Agreement and all of the documents required pursuant hereto have been duly authorized by the Purchaser by all necessary action.

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          (d) No Consent Required. The Purchaser is not required to obtain the consent of any other Person, or any consent, license (except to the extent that such failure to obtain such licenses is inconsequential), approval or authorization or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery or performance of this Agreement and the other Operative Agreements to which it is a party, except for such as have been obtained, effected or made.

          (e) Binding Obligation. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity.

          (f) No Violation. The execution, delivery and performance by the Purchaser of this Agreement, the consummation of the transactions contemplated by this Agreement and the other Operative Agreements to which it is a party and the fulfillment of the terms of this Agreement and the other Operative Agreements to which it is a party do not and will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the organizational documents of the Purchaser, or conflict with or breach any of the terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust or other instrument to which the Purchaser is a party or by which the Purchaser is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than liens created hereunder or under the Indenture), or violate any law or any order, rule or regulation, applicable to the Purchaser or its properties, of any federal or state regulatory body, any court, administrative agency, or other governmental instrumentality having jurisdiction over the Purchaser or any of its properties.

          (g) No Proceedings. There are no proceedings or investigations pending, or, to the Purchaser’s knowledge, threatened against the Purchaser before any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the Purchaser or its properties: (i) asserting the invalidity of this Agreement or any of the other Operative Agreements, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any of the other Operative Agreements, (iii) seeking any determination or ruling that could have an adverse effect on the performance by the Purchaser of its obligations under, or the validity or enforceability of, this Agreement or any of the other Operative Agreements, (iv) that may have an adverse effect on the federal or state income tax attributes of, or seek to impose any excise, franchise, transfer or similar tax upon, the transfer and acquisition of the Railcars and Leases Conveyed hereunder or (v) that could have an adverse effect on the Railcars and Leases Conveyed to the Purchaser hereunder.

          (h) Consideration. The Purchaser has given fair consideration and reasonably equivalent value in exchange for the Conveyance of the Railcars, related Leases and Related Assets being Conveyed hereunder.

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In the event of any breach of a representation and warranty made by the Purchaser hereunder, each Seller covenants and agrees that such Seller will not take any action to pursue any remedy that it may have hereunder, in law, in equity or otherwise, until a year and a day have passed since all Outstanding Obligations under all other Operative Agreements have been paid in full. Each Seller and the Purchaser agree that damages will not be an adequate remedy for a breach of this covenant and that this covenant may be specifically enforced by the Purchaser or any third party beneficiary described in Section 6.8.

     Section 4.5 Indemnification.

          (a) TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, shall defend, indemnify and hold harmless the Purchaser, the Manager, the Indenture Trustee, each Noteholder, each of their respective Affiliates and each of the respective directors, officers, employees, successors and permitted assigns, agents and servants of the foregoing (each an “Indemnified Person”) from and against any and all costs, expenses, losses, obligations, penalties, liabilities, damages, actions, or suits or claims of whatsoever kind or nature (whether or not on the basis of negligence, strict or absolute liability or liability in tort), that may be imposed upon, incurred by, suffered by or asserted against any Indemnified Person arising out of or resulting from any breach of such Seller’s representations and warranties and covenants contained herein, except (A) those resulting solely from any gross negligence, bad faith or willful misconduct of the particular Indemnified Person claiming indemnification hereunder, (B) those in respect of taxes that are otherwise addressed by the provisions of (and subject to the limitations of) subsection (c) of this Section 4.5 below, or (C) to the extent that providing such indemnity would constitute recourse for losses due to the uncollectibility of sale proceeds (or any particular amount of sale proceeds) in respect of a Railcar due to a diminution in market value of such Railcar, or of Lease or other third party payments due to the insolvency, bankruptcy or financial inability to pay of the related Lessee or other third party (the matters contemplated by clauses (A), (B) and (C) may be referred to collectively as the “Excluded Amounts”).

          (b) TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, will defend and indemnify and hold harmless each Indemnified Person against any and all costs, expenses, losses, obligations, penalties, liabilities, damages, actions, or suits or claims of whatsoever kind or nature (whether or not on the basis of negligence, strict or absolute liability or liability in tort), that may be imposed upon, incurred by, suffered by or asserted against such Indemnified Person, other than Excluded Amounts, arising out of or resulting from any action taken by such Seller, other than in accordance with this Agreement or the Indenture or other applicable Operative Agreement, in respect of any portion of the Railcars, related Leases and Related Assets that are Conveyed hereunder.

          (c) TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, agrees to pay, and shall defend, indemnify and hold harmless each Indemnified Person from and against, any taxes (other than taxes based upon the income of an Indemnified Person and taxes that would constitute Excluded Amounts) that may at any time be asserted against any Indemnified Person with respect to the transactions contemplated in this Agreement, including, without limitation, any sales, gross receipts, general corporation, tangible or intangible personal property, privilege, or license taxes and costs and expenses in defending against the same, arising by reason of the acts to be performed by such Seller under this Agreement and imposed against such Person.

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Without limiting the foregoing, in the event that the Purchaser, the Manager or the Indenture Trustee receives actual notice of any transfer taxes arising out of the Conveyance of any Railcar or Lease from such Seller to the Purchaser under this Agreement, on written demand by such party, or upon such Seller otherwise being given notice thereof, TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, as applicable, shall pay, and otherwise indemnify and hold harmless the applicable Indemnified Person, the Manager and the Indenture Trustee harmless, on an After-Tax Basis, from and against any and all such transfer taxes (it being understood that none of the Purchaser, the Manager, the Indenture Trustee or any other Indemnified Person shall have any contractual obligation to pay such transfer taxes).

          (d) TILC Seller, or TILC, as “Manager” under the TRLWT Management Agreement on behalf of TRLWT Seller, shall defend, indemnify, and hold harmless each Indemnified Person from and against any and all costs, expenses, losses, obligations, penalties, liabilities, damages, actions, or suits or claims of whatsoever kind or nature (whether or not on the basis of negligence, strict or absolute liability or liability in tort), to the extent that any of the foregoing may be imposed upon, incurred by, suffered by or asserted against such Indemnified Person (other than Excluded Amounts) due to the negligence, willful misfeasance, or bad faith of the applicable Seller in the performance of its duties under this Agreement or by reason of reckless disregard of such Seller’s obligations and duties under this Agreement.

          (e) TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, shall indemnify, defend and hold harmless each Indemnified Person from and against any costs, expenses, losses, obligations, penalties, liabilities, damages, actions, or suits or claims of whatsoever kind or nature (whether or not on the basis of negligence, strict or absolute liability or liability in tort), that may be imposed upon, incurred by, suffered by or asserted against such Indemnified Person, other than Excluded Amounts, as a result of the failure of any Railcar or Lease Conveyed hereunder to comply with all requirements of applicable law as of the Closing Date or other applicable Delivery Date.

     Indemnification under this Section 4.5 shall include reasonable fees and expenses of counsel and expenses of litigation. The indemnity obligations hereunder shall be in addition to any obligation that any Seller may otherwise have under applicable law or any other Operative Agreement.

     Section 4.6 Special Indemnification by TILC regarding Exercise of Setoff by Customers. TILC hereby agrees, for the benefit of the Indenture Trustee, the Noteholders and each other Secured Party, that it will, within 45 days after the date on which it has knowledge that any Lessee shall have reduced any payments made by such Lessee under any Lease in the Portfolio as a result of or in connection with any setoff exercised by such Lessee (regardless of whether such Lessee actually has any contractual, statutory or other right to exercise such setoff) with respect to amounts owed or presumed owed to such Lessee pursuant to railcar leases that are not in the Portfolio, and provided that the applicable Lessee shall not have made payments aggregating the full amount payable by such Lessee under the applicable Lease prior to the end of such 45-day period, deposit into the Collections Account an amount, in immediately available funds, equal to the amount of such reduction.

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     Indemnification under this Section 4.6 shall include reasonable fees and expenses of counsel and expenses of litigation. The indemnity obligations hereunder shall be in addition to any obligation that TILC may otherwise have under applicable law or any other Operative Agreement.

ARTICLE V

COVENANTS OF SELLER

     Section 5.1 Protection of Title of the Purchaser.

          (a) On or prior to the date hereof, each Seller shall have filed or caused to be filed financing statements, STB or Registrar General of Canada filings (each in form proper for filing in the applicable jurisdiction) naming the Purchaser as purchaser or secured party, naming the Indenture Trustee as assignee and describing the Railcars, related Leases and Related Assets Conveyed by it to the Purchaser as collateral, with the office of the Secretary of State of the State of Delaware and in such other locations as the Purchaser or the Indenture Trustee shall have required. Without limiting the foregoing, each Seller hereby authorizes the Purchaser and/or any assignee thereof to prepare and file any such UCC-1 financing statements. From time to time thereafter, each Seller shall authorize and file such financing statements and cause to be authorized and filed such continuation statements, all in such manner and in such places as may be required by law (or deemed desirable by the Purchaser or any assignee thereof) to fully perfect, preserve, maintain and protect the interest of the Purchaser under this Agreement, and the security interest of the Indenture Trustee under the Indenture, in the Railcars, related Leases and Related Assets that are Conveyed hereunder and in the proceeds thereof. Each Seller shall deliver (or cause to be delivered) to the Purchaser and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, following such filing in accordance herewith. In the event that a Seller fails to perform its obligations under this subsection, the Purchaser or the Indenture Trustee may perform such obligations, at the expense of such Seller, and each Seller hereby authorizes the Purchaser or the Indenture Trustee and grants to the Purchaser and the Indenture Trustee an irrevocable power of attorney to take any and all steps in order to perform such obligations in such Seller’s or in its own name, as applicable, and on behalf of such Seller, as are necessary or desirable, in the determination of the Purchaser or Indenture Trustee or any assignee thereof, with respect to performing such obligations.

          (b) On or prior to Closing Date and any other applicable Delivery Date hereunder, each Seller shall take all steps necessary under all applicable law in order to transfer and assign to the Purchaser the Railcars and Leases being Conveyed on such date to the Purchaser so that, upon the Conveyance of such Railcar or Lease from such Seller to the Purchaser pursuant to the terms hereof on the applicable Delivery Date, the Purchaser will have acquired good and marketable title to and a valid and perfected ownership interest in such Railcars and Leases, free and clear of any Encumbrance (other than Permitted Encumbrances). On or prior to the applicable Delivery Date hereunder, each Seller shall cooperate with the Purchaser in order to take all steps required under applicable law in order for the Purchaser to grant to the Indenture Trustee a first priority perfected security interest in the Railcars and Leases being Conveyed to the Purchaser on such Delivery Date and, from time to time thereafter, each

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Seller shall cooperate with the Purchaser in order to take all such actions as may be required by applicable law (or deemed desirable by the Purchaser) to fully preserve, maintain and protect the Purchaser’s ownership interest in, and the Indenture Trustee’s first priority perfected security interest in the Railcars and Leases which have been Conveyed to the Purchaser hereunder.

          (c) A Seller shall not change its name, identity, jurisdiction of organization or corporate structure in any manner that would or could make any financing statement or continuation statement filed by Purchaser in accordance with this Agreement seriously misleading within the meaning of § 9-506 of the UCC (or any similar provision of the UCC), unless such Seller shall have given the Purchaser, the Manager and the Indenture Trustee at least 30 days’ prior written notice thereof, and shall promptly file and hereby authorizes the Purchaser or the Indenture Trustee to file appropriate new financing statements or amendments to all previously filed financing statements and continuation statements.

          (d) Each Seller shall give the Purchaser, the Manager and the Indenture Trustee at least 30 days’ prior written notice of any relocation of its jurisdiction of organization if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement. Seller shall at all times maintain its jurisdiction of organization, each office from which it manages or purchases Railcars and Leases and its principal executive office within the United States of America.

     Section 5.2 Other Liens or Interests. Except for the Conveyances hereunder, a Seller will not sell, pledge, assign, transfer or otherwise convey to any other Person, or grant, create, incur, assume or suffer to exist any Encumbrance on the Railcars and Leases Conveyed hereunder or any interest therein (other than Permitted Encumbrances), and TILC Seller, or TRLWT Manager on behalf of TRLWT Seller, shall defend the right, title, and interest of the Purchaser and the Indenture Trustee in and to such Railcars and Leases against all Encumbrances or claims of Encumbrances of third parties claiming through or under such Seller. To the extent that any Railcar or Lease shall at any time secure any debt of the related Lessee to a Seller or any of its affiliates, such Seller agrees that any security interest in its favor arising from such a provision shall be subordinate to the interest of the Purchaser (and its further assignees) in such Railcars and Leases.

ARTICLE VI

MISCELLANEOUS

     Section 6.1 Amendment. This Agreement may be amended by the Sellers and the Purchaser only with the prior written consent of the Indenture Trustee (acting at the direction of the Requisite Majority).

     Section 6.2 Notices. All demands, notices and communications to a Seller or the Purchaser hereunder shall be in writing, personally delivered, or sent by telecopier (subsequently confirmed in writing), reputable overnight courier or mailed by certified mail, return receipt requested, and shall be deemed to have been given upon receipt (a) in the case of TRLWT Seller at the following address: c/o Wilmington Trust Company, 1100 North Market Street,

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Wilmington, Delaware 19890-0001, Attention: Corporate Trust Administration Re: Trinity Rail Leasing 2010 LLC, Facsimile No.: (302) 636-4140, with a copy to Trinity Industries Leasing Company, 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Lance Davis, Director of Finance, Facsimile No.: (214) 589-8271 or such other address as shall be designated by TRLWT Seller in a written notice delivered to the Purchaser, (b) in the case of TILC Seller at the following address: Trinity Industries Leasing Company, 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Lance Davis, Director of Finance, Facsimile No.: (214) 589-8271, or such other address as shall be designated by TILC Seller in a written notice delivered to the Purchaser, and (c) in the case of the Purchaser at the following address: Trinity Rail Leasing 2010 LLC., c/o Trinity Industries Leasing Company, as Manager, 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Lance Davis, Director of Finance, Facsimile No.: (214) 589-8271, Confirmation No.: (214) 589-8735, with a copy to Trinity Industries Leasing Company, 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Legal Department, Facsimile No.: (214) 589-8824, Confirmation No.: (214) 631-4420, and with a copy to the Indenture Trustee at the notice address provided for same in the Indenture, or such other address as shall be designated by a party in a written notice delivered to the other party.

     Section 6.3 Merger and Integration. Except as specifically stated otherwise herein, this Agreement and the other Operative Agreements set forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement and the other Operative Agreements. This Agreement may not be modified, amended, waived or supplemented except as provided herein.

     Section 6.4 Severability of Provisions. If any one or more of the covenants, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants, provisions or terms shall be deemed severable from the remaining covenants, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.

     Section 6.5 Governing Law. THIS AGREEMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

     Section 6.6 Counterparts. For the purpose of facilitating the execution of this Agreement and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

     Section 6.7 Binding Effect; Assignability.

          (a) This Agreement shall be binding upon and inure to the benefit of each Seller, the Purchaser and their respective successors and assigns; provided, however, that a Seller

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may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Purchaser and the Indenture Trustee (acting at the direction of the Requisite Majority). The Purchaser may assign as collateral security all of its rights hereunder to the Indenture Trustee, and such assignee shall have all rights of the Purchaser under this Agreement (as if such assignee were the Purchaser hereunder).

          (b) This Agreement shall create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time when all Outstanding Obligations are paid in full; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by a Seller pursuant to Article IV hereof shall be continuing and shall survive any termination of this Agreement.

     Section 6.8 Third Party Beneficiaries. Each of the parties hereto hereby acknowledges that the Purchaser intends to assign as collateral security all of its rights under this Agreement to the Indenture Trustee for the benefit of the Secured Parties under the Indenture, and each Seller hereby consents to such assignment and agrees that upon such assignment, the Indenture Trustee (for the benefit of the Secured Parties) shall be a third party beneficiary of this Agreement and may exercise the rights of the Purchaser hereunder and shall be entitled to all of the rights and benefits of the Purchaser hereunder to the same extent as if it were party hereto.

     In addition, whether or not otherwise expressly stated herein, all representations, warranties, covenants and agreements of the Issuer, TRLWT and TILC (whether as a Seller or as TRLWT Manager) in this Agreement or in any document delivered by any of them in connection with this Agreement (including without limitation, in any Delivery Schedule), shall be for the express benefit of the Indenture Trustee, each Noteholder and each other Secured Party as express third party beneficiaries, and shall be enforceable by the Indenture Trustee (acting at the direction of the Requisite Majority) as if such Person were a party hereto. Each of the Purchaser, TRLWT and TILC hereby acknowledges and agrees that such representations, warranties, covenants and agreements are relied upon by each Noteholder in purchasing the Equipment Notes issued under the Indenture.

     Section 6.9 Term. This Agreement shall commence as of the date of execution and delivery hereof and shall continue in full force and effect until the payment in full of all Outstanding Obligations.

[SIGNATURE PAGE FOLLOWS]

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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

TRINITY RAIL LEASING WAREHOUSE TRUST
By:	/s/ Cary Lance Davis
Name:		Cary Lance Davis
Title:		Vice President
TRINITY INDUSTRIES LEASING COMPANY
By:	/s/ Cary Lance Davis
Name:		Cary Lance Davis
Title:		Vice President
TRINITY RAIL LEASING 2010 LLC
By:	TRINITY INDUSTRIES LEASING COMPANY, as sole member and manager
By:	/s/ Cary Lance Davis
Name:		Cary Lance Davis
Title:		Vice President

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EX-10.4

Exhbit 10.4

$369,214,928

Trinity Rail Leasing 2010 LLC

Secured Railcar Equipment Notes, Series 2010-1

5.194% Series 2010-1 Notes

NOTE PURCHASE AGREEMENT

October 18, 2010

Credit Suisse Securities (USA) LLC
Lloyds TSB Bank plc
Credit Agricole Securities (USA) Inc.
Wells Fargo Securities, LLC
Rabo Securities USA, Inc.
c/o Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, N.Y. 10010-3629

Dear Sirs:

     1. Introductory. Trinity Rail Leasing 2010 LLC, a Delaware limited liability company (the “Issuer”), proposes, subject to the terms and conditions stated herein, to issue and sell to Credit Suisse Securities (USA) LLC (the “Initial Purchaser”) and the several initial purchasers named in Schedule A hereto (the “Other Purchasers” and, together with the Initial Purchaser, the “Purchasers”) U.S.$369,214,928 principal amount of its Series 2010-1 Secured Railcar Equipment Notes (the “Offered Notes”) to be issued pursuant to an Indenture (the “Indenture”) to be dated as of October 25, 2010, between the Issuer and Wilmington Trust Company as indenture trustee (the “Trustee”). The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” Capitalized terms used but not defined herein shall have the meanings given to such terms in the Offering Circular (as defined below).

     2. Representations and Warranties of the Issuer, TILC, Trinity and TRLWT. Each of the Issuer, Trinity Industries Leasing Company, a Delaware corporation (“TILC”) on behalf of itself and as manager of Trinity Rail Leasing Warehouse Trust (“TRLWT”) and Trinity Industries, Inc., a Delaware corporation (“Trinity”), jointly and severally, represents and warrants to, and agrees with, the Purchasers that, as of the date hereof (unless otherwise indicated below):

          (a) The Issuer has prepared a preliminary offering circular dated October 4, 2010, and the Issuer will prepare a final offering circular dated the date hereof, in each case relating to the Offered Notes to be offered by the Purchasers. The preliminary offering circular (the

“Preliminary Offering Circular”) and the final offering circular (the “Offering Circular”), together with any General Use Issuer Free Writing Communication (as hereinafter defined) and all amendments and supplements to such documents, are hereinafter collectively referred to as the “Offering Document”.

     The Offering Document at a particular time means the Offering Document in the form actually amended or supplemented and issued at that time. “Final Offering Document” means the Offering Document that discloses the offering price and other final terms of the Offered Notes and is dated as of the date of this Agreement (even if finalized and issued subsequent to the date of this Agreement). “General Disclosure Package” means the Offering Document at the Applicable Time (as hereinafter defined) considered together with the offering price on the cover page of the Offering Circular and the statements under the caption “Description of the Offered Notes and the Indenture” in the Offering Circular. “Applicable Time” means 4:00 p.m. (New York time) on the date of this Agreement. As of the date of this Agreement, the Final Offering Document does not, and as of the Closing Date will not, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Applicable Time neither (i) the General Disclosure Package, nor (ii) any individual Limited Use Issuer Free Writing Communication (as hereinafter defined), when considered together with the General Disclosure Package, included, nor as of the Closing Date will include, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding two sentences do not apply to statements in or omissions from the Offering Document, the General Disclosure Package or any Limited Use Issuer Free Writing Communication based upon written information furnished to the Issuer, TILC or Trinity by the Purchasers specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

     “Free Writing Communication” means a written communication (as such term is defined in Rule 405 under the Securities Act) that constitutes an offer to sell or a solicitation of an offer to buy the Offered Notes and is made by means other than the Preliminary Offering Circular or the Offering Circular. “Issuer Free Writing Communication” means a Free Writing Communication prepared by or on behalf of the Issuer, TILC or Trinity or used or referred to by the Issuer, TILC or Trinity, in the form retained in the records of the Issuer, TILC or Trinity. “General Use Issuer Free Writing Communication” means any Issuer Free Writing Communication that is intended for general distribution to prospective investors, as evidenced by its being specified in Schedule B to this Agreement. “Limited Use Issuer Free Writing Communication” means any Issuer Free Writing Communication that is not a General Use Issuer Free Writing Communication.

          (b) The Issuer has been duly formed and is an existing limited liability company in good standing under the laws of the state of Delaware, with power and authority (as a limited liability company and otherwise) to own its properties and conduct its business as described in the General Disclosure Package or Additional Issuer Information; and the Issuer is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in

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which its ownership or lease of property or the conduct of its business requires such qualification.

          (c) TRLWT has been duly formed and is an existing Delaware statutory trust in good standing under the laws of the state of Delaware, with power and authority (as a statutory trust and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and TRLWT is duly qualified to do business as a statutory trust in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

          (d) Each of TILC and Trinity has been duly incorporated and is an existing corporation in good standing under the laws of the state of Delaware, with power and authority (as a corporation and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and each of TILC and Trinity is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

          (e) As of the Closing Date, the Indenture and each other Transaction Document (as defined in Section 5(d)) will have been duly authorized, executed and delivered by the Issuer, TILC, TRLWT or Trinity, as the case may be; the Offered Notes have been duly authorized by the Issuer, and when the Offered Notes are duly authenticated by the Trustee in accordance with the Indenture and delivered and paid for pursuant to this Agreement, the Offered Notes will have been duly executed, authenticated, issued and delivered by the Issuer and each of the Indenture, each other Transaction Document and the Offered Notes will conform to the description thereof contained in the Final Offering Document and each of the Indenture and the other Transaction Documents (assuming the valid execution and delivery thereof by the other parties thereto) and the Offered Notes will constitute valid and legally binding obligations of the Issuer, TILC, TRLWT or Trinity, as the case may be, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

          (f) Except as contemplated by the Transaction Documents, no consent, approval, authorization, order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement or any Transaction Document in connection with the issuance and sale of the Offered Notes.

          (g) The execution, delivery and performance of the Indenture, this Agreement and each other Transaction Document and the issuance and sale of the Offered Notes and compliance with the terms and provisions thereof by the Issuer, TILC, TRLWT or Trinity, as the case may be, will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or conflict with, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Issuer, TILC, TRLWT or Trinity or any of their respective properties, or (ii) any agreement or instrument to which the Issuer, TILC, TRLWT or Trinity is a party or by which the Issuer, TILC, TRLWT or Trinity is bound or to which any of the properties of the Issuer, TILC, TRLWT or Trinity are subject, or the limited liability company agreement or certificate of formation of the Issuer, the certificate of formation or by-laws of TILC or Trinity or the trust agreement or the

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certificate of incorporation of TRLWT. The Issuer has full power and authority to sell the Offered Notes as contemplated by this Agreement.

          (h) This Agreement has been duly authorized, executed and delivered by each of the Issuer, TILC and Trinity.

          (i) Except as disclosed in the General Disclosure Package, the Issuer has good and marketable title to all real properties and all other properties and assets owned by it, free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by it; and except as disclosed in the General Disclosure Package, the Issuer holds any leased real or personal property held by it under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by it.

          (j) Each of the Issuer, TILC, TRLWT and Trinity possesses all material certificates, authorities or permits issued by appropriate governmental agencies or bodies necessary to conduct the business now operated by it and has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit that, if determined adversely to the Issuer, TILC, TRLWT or Trinity, as applicable, would individually or in the aggregate have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Issuer, TILC, TRLWT or Trinity, as applicable, taken as a whole (“Material Adverse Effect”).

          (k) Except as disclosed in the General Disclosure Package, none of the Issuer, TILC, TRLWT or Trinity is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “environmental laws”), nor owns or operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and none of the Issuer, TILC, TRLWT or Trinity is aware of any pending investigation which might lead to such a claim.

          (l) Except as disclosed in the General Disclosure Package, there are no pending actions, suits or proceedings against or affecting the Issuer, TILC, TRLWT, Trinity or their respective properties that, if determined adversely to the Issuer, TILC, TRLWT or Trinity, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Issuer, TILC, TRLWT or Trinity to perform its obligations under the Indenture, this Agreement, or any other Transaction Document to which it is a party, or which are otherwise material in the context of the sale of the Offered Notes; and no such actions, suits or proceedings are threatened or, to the Issuer’s, TILC’s or Trinity’s knowledge, contemplated.

          (m) Since June 30, 2010, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition

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(financial or other), business, properties or results of operations of TILC, TRLWT or Trinity and Trinity’s subsidiaries taken as a whole.

          (n) The Issuer is not an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940, as amended (the “Investment Company Act”); and the Issuer is not and, after giving effect to the offering and sale of the Offered Notes and the application of the proceeds thereof as described in the General Disclosure Package will not be, an “investment company” as defined in the Investment Company Act.

          (o) No securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the Offered Notes are listed on any national securities exchange registered under Section 6 of the United States Securities Exchange Act of 1934, as amended (“Exchange Act”) or quoted in a U.S. automated inter-dealer quotation system.

          (p) Assuming the representations of the Purchasers set forth in Section 4(a) and (b) are true and accurate, the offer and sale of the Offered Notes in the manner contemplated by this Agreement will be exempt from the registration requirements of the Securities Act, and it is not necessary to qualify an indenture in respect of the Offered Notes under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

          (q) None of the Issuer, TILC, TRLWT or Trinity, or any of their respective affiliates, or any person acting on its or their behalf (other than the Purchasers, as to whom no such representation is made) (i) has, within the six-month period prior to the date hereof, offered or sold in the United States or to any U.S. person (as such terms are defined in Regulation S under the Securities Act) the Offered Notes or any security of the same class or series as the Offered Notes or (ii) has offered or will offer or sell the Offered Notes (A) in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act or (B) with respect to any such securities sold in reliance on Rule 903 of Regulation S (“Regulation S”) under the Securities Act, by means of any directed selling efforts within the meaning of Rule 902(c) of Regulation S. The Issuer, TILC, TRLWT, Trinity and their respective affiliates and any person acting on its or their behalf (other than the Purchasers, as to whom no such representation is made) have complied and will comply with the offering restrictions requirement of Regulation S. None of the Issuer, TILC, TRLWT or Trinity has entered and none will enter into any contractual arrangement with respect to the distribution of the Offered Notes except for this Agreement.

          (r) The proceeds to the Issuer from the offering of the Offered Notes and the related transactions will not be used to purchase or carry any security (except as contemplated in Permitted Investments in respect of the Indenture Accounts).

          (s) There is no “substantial U.S. market interest” as defined in Rule 902(j) of Regulation S in the Issuer’s debt securities.

          (t) Except as contemplated in the Engagement Letter (as defined below) and as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between the Issuer, TILC, TRLWT or Trinity and any person that would give rise

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to a valid claim against the Issuer, TILC, TRLWT, Trinity, or any Purchaser for a brokerage commission, finder’s fee or other like payment.

          (u) At the time of execution and delivery of the Asset Transfer Agreement, (1) TRLWT and TILC, as applicable, will own all right, title and interest in and to the initial Railcars to be acquired by the Issuer from it pursuant thereto, together with the related Leases thereon and certain other related assets specified therein free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, “Liens”), except to the extent permitted in the Asset Transfer Agreement or the Indenture, as applicable, and except, in the case of TRLWT, for security interests being released upon transfer to the Issuer, will not have assigned to any person other than the Issuer any of its right, title or interest in such Railcars and Leases, (2) TRLWT and TILC, as applicable, will have the power and authority to transfer such Railcars, Leases and related assets to the Issuer and (3) upon execution and delivery of the Asset Transfer Agreement and the consummation of the transactions contemplated thereby, the Issuer will own such Railcars, Leases and related assets free of Liens other than Liens permitted by the Asset Transfer Agreement or the Indenture, as applicable.

          (v) As of the Closing Date, each of the representations and warranties of the Issuer, TILC, TRLWT or Trinity set forth in each of the Transaction Documents to which they are parties will be true and correct in all material respects.

          (w) Any taxes, fees and other governmental charges that would be incurred by reason of the execution and delivery of the Transaction Documents or the execution, delivery and sale of the Offered Notes and that would be due and payable as of the Closing Date have been or will be paid prior to the Closing Date.

          (x) None of the Issuer, Trinity, TILC or TRLWT, nor any of their respective subsidiaries nor, to the knowledge of the Issuer, Trinity, TILC or TRLWT, any director, officer, agent or employee acting on behalf of the Issuer, Trinity, TILC or TRLWT or any of their respective subsidiaries, has violated or is in violation of, in any material respect, any provision of the Foreign Corrupt Practices Act of 1977.

          (y) The operations of the Issuer, Trinity, TILC and TRLWT and their respective subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Issuer, Trinity, TILC, TRLWT or any of their respective subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Issuer, Trinity, TILC or TRLWT, threatened.

          (z) None of the Issuer, Trinity, TILC or TRLWT, any of their respective subsidiaries or, to the knowledge of the Issuer, Trinity, TILC or TRLWT, any director, officer, agent, employee or affiliate of the Issuer, Trinity, TILC or TRLWT or any of their respective subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign

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Assets Control of the U.S. Department of the Treasury (“OFAC”); and none of the Issuer, Trinity, TILC or TRLWT will directly or indirectly use the proceeds of the offering of the Offered Notes hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

          (aa) The operations of the Issuer, Trinity, TILC and TRLWT and their respective subsidiaries are and have been conducted at all times in material compliance with the USA Patriot Act of 2001, as amended, and the rules and regulations thereunder.

          (bb) The Issuer and, prior to the formation of the Issuer, Trinity have complied, and as of the Closing Date, the Issuer will comply, in all material respects with the representations, certifications and covenants made to Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (the “Hired NRSRO”) in connection with the engagement of the Hired NRSRO to issue and monitor a credit rating on the Offered Notes, including any representation provided to the Hired NRSRO by the Issuer in connection with Rule 17g-5(a)(iii) of the Exchange Act (“Rule 17g-5”), and has made accessible to any non-hired nationally recognized statistical rating organization, as contemplated by Rule 17g-5, all information provided to the Hired NRSRO in connection with the issuance and monitoring of the credit ratings on the Offered Notes in accordance with Rule 17g-5. None of the Purchasers are responsible for compliance with Rule 17g-5 in connection with the issuance and monitoring of the credit ratings on the Offered Notes.

     3. Purchase, Sale and Delivery of Offered Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Issuer agrees to sell to the Purchasers, and the Purchasers agree, severally and not jointly, to purchase from the Issuer, at a purchase price of 100% of the principal amount thereof, the respective principal amounts of Offered Notes set forth opposite the names of the several Purchasers in Schedule A hereto.

          (b) The Issuer will deliver against payment of the purchase price the Offered Notes to be offered and sold by the Purchasers in reliance on Regulation S (the “Regulation S Notes”) in the form of one or more permanent global notes in registered form without interest coupons (the “Regulation S Global Notes”) which will be deposited with the Trustee as custodian for Cede & Co., as nominee of The Depository Trust Company (“DTC”) for the respective accounts of the DTC participants for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”) and registered in the name of Cede & Co., as nominee for DTC. The Issuer will deliver against payment of the purchase price the Offered Notes to be purchased by the Purchasers hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the “144A Notes”) in the form of one permanent global note in definitive form without interest coupons (the “Restricted Global Note”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Notes and the Restricted Global Note shall be assigned separate CUSIP numbers. The Global Notes shall include the legend regarding restrictions on transfer set forth under “Transfer Restrictions” in the Final Offering Document. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the

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Offered Notes, interests in the Regulation S Global Notes may only be held by the DTC participants for Euroclear and Clearstream, Luxembourg. Interests in any permanent Global Notes will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Document.

     Payment for the Regulation S Notes and the 144A Notes shall be made by the Purchasers in Federal (same day) funds by or wire transfer to an account at a bank acceptable to the Purchasers, on October 25, 2010, or at such other time not later than seven full business days thereafter as the Initial Purchaser and the Issuer determine, such time being herein referred to as the “Closing Date”, against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Notes representing all of the Regulation S Notes for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Note representing all of the 144A Notes. The Regulation S Global Notes and the Restricted Global Note will be made available for checking at the office of Vedder Price P.C., 1633 Broadway, New York, New York 10019, at least 24 hours prior to the Closing Date.

          (c) The Issuer agrees to pay the Initial Purchaser for its own account all fees and expenses as provided in Section 3 of the engagement letter, dated September 29, 2010, between TILC and the Initial Purchaser (the “Engagement Letter”).

     4. Representations by Purchasers; Resale by Purchasers. (a) Each Purchaser severally represents and warrants to the Issuer that it is an “accredited investor” within the meaning of Regulation D under the Securities Act.

          (b) Each Purchaser severally acknowledges that the Offered Notes have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each Purchaser severally represents and agrees that it has offered and sold the Offered Notes, and will offer and sell the Offered Notes (i) as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Closing Date, only in accordance with Rule 903 or Rule 144A under the Securities Act (“Rule 144A”). Accordingly, neither such Purchaser nor its affiliates, nor any persons acting on its or their behalf, have engaged or will engage in any directed selling efforts with respect to the Offered Notes, and such Purchaser, its affiliates and all persons acting on its or their behalf have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser severally agrees that, at or prior to confirmation of sale of the Offered Notes, other than a sale pursuant to Rule 144A, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases the Offered Notes from it during the restricted period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the date of the

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commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meanings given to them by Regulation S.”

     Terms used in this subsection (b) have the meanings given to them by Regulation S.

          (c) Each Purchaser severally agrees that it and each of its affiliates has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Notes except with the prior written consent of the Issuer.

          (d) Each Purchaser severally agrees that it and each of its affiliates will not offer or sell the Offered Notes in the United States by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act, including, but not limited to (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. Each Purchaser severally agrees, with respect to resales made in reliance on Rule 144A of any of the Offered Notes, to deliver either with the confirmation of such resale or otherwise prior to settlement of such resale a notice to the effect that the resale of such Offered Notes has been made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A.

          (e) Each Purchaser, severally but not jointly, represents and agrees that any communication or delivery of information to the Hired NRSRO in connection with the issuance or monitoring of a credit rating on the Offered Notes has been and will immediately be disclosed to the Issuer for the purpose of allowing the Issuer to make accessible to any non-hired nationally recognized statistical rating organization all information provided to the Hired NRSRO in connection with the issuance and monitoring of the credit rating on the Offered Notes in accordance with Rule 17g-5.

          (f) Each Purchaser severally agrees that it and each of its affiliates will not communicate or cause to be communicated the Offering Document in Canada or to any resident of Canada and understands that any Canadian residents may not, directly or indirectly, purchase the Offered Notes or any beneficial interest therein from any Purchaser.

          (g) Rabo Securities USA, Inc represents that it and each of its affiliates may make offers and sales outside of the United States through affiliates outside of the United States, which are acting as selling agents for Rabo Securities USA, Inc.

          (h) Lloyds TSB Bank plc represents and agrees that it is not a U.S. registered broker-dealer and, therefore, to the extent that they intend to effect any sales of the Offered Notes in the United States, they will do so through one or more U.S. registered broker-dealers as permitted by the applicable laws and regulations.

          (i) Each Purchaser severally represents and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning

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of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any Offered Notes in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom.

          (j) In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), that with effect from and including the date on which the Prospectus Directive (as defined below) is implemented in that Member State (the “Relevant Implementation Date”) each Purchaser severally represents and agrees that it has not made and will not make an offer of any Offered Notes to the public in that Relevant Member State, other than: (A) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (B) to any legal entity which has two or more of: (1) an average of at least 250 employees during the last financial year, (2) a total sheet of more than €43,000,000, and (3) an annual turnover of more than €50,000,000, all as shown in its last annual or consolidated accounts; (C) to fewer than 100 natural or legal persons (other than qualified investors defined in the Prospectus Directive); or (D) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided, that no such offer of Offered Notes shall require the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

     For the purposes of this provision, the expression “offer of Offered Notes to the public” in relation to any Offered Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to purchase or subscribe the Offered Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

     5. Certain Agreements of the Issuer, TILC and Trinity. Each of the Issuer, TILC and Trinity jointly and severally agrees with the Purchasers that:

          (a) The Issuer will advise the Initial Purchaser promptly of any proposal to amend or supplement the Offering Document and will not effect such amendment or supplementation without the Initial Purchaser’s consent. If, at any time following delivery of any document included in the Offering Document or any Limited Use Issuer Free Writing Communication and prior to the completion of the resale of the Offered Notes by the Purchasers, there occurs an event or development as a result of which such document included or would include an untrue statement of a material fact or omitted or would omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time not misleading, or if it is necessary at any such time to amend or supplement the Offering Document or any Limited Use Free Writing Communication to comply with any applicable law, TILC promptly will notify the Initial Purchaser of such event and promptly will prepare, at its own expense, an amendment or supplement which will correct such statement or omission. Neither the Initial Purchaser’s consent to, nor the delivery by the Purchasers to offerees or investors of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7. The first sentence of this subsection does

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not apply to statements in or omissions from any document in the General Disclosure Package or any Limited Use Issuer Free Writing Communication in reliance upon and in conformity with written information furnished to the Issuer, TILC, TRLWT or Trinity by any Purchaser through the Initial Purchaser specifically for use therein, it being understood and agreed that the only such information is that described as such in Sections 8(a) and 8(b) hereof.

          (b) The Issuer will furnish to the Initial Purchaser copies of each document comprising a part of the Offering Document and each Limited Use Issuer Free Writing Communication, in each case as soon as available and in such quantities as the Initial Purchaser requests, and the Issuer will furnish to the Initial Purchaser on the date hereof three (3) copies of each document comprising a part of the Offering Document and each Limited Use Issuer Free Writing Communication signed by a duly authorized officer of the Issuer, one of which will include the independent accountants’ reports in the Offering Document manually signed by such independent accountants. At any time when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer will promptly furnish or cause to be furnished to the Initial Purchaser (and, upon request, to each other Purchaser) and, upon request of holders and prospective purchasers of the Offered Notes, to such holders and purchasers, copies of the information (the “Additional Issuer Information”) required to be delivered to holders and prospective purchasers of the Offered Notes in accordance with Rule 144A(d)(4) under the Securities Act (or any successor provision thereto) in order to permit compliance with Rule 144A in connection with resales by such holders of the Offered Notes. TILC or Trinity will pay the expenses of printing and distributing to the Purchasers all such documents. Any Additional Issuer Information delivered to any holders and prospective purchasers of the Offered Notes will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

          (c) The Issuer or TILC, on its behalf, will arrange for the qualification of the Offered Notes for sale and the determination of their eligibility for investment under the laws of such jurisdictions in the United States as the Initial Purchaser designates and will continue such qualifications in effect so long as required for the resale of the Offered Notes by the Purchasers, provided that the Issuer will not be required to qualify as a foreign corporation or to file a general consent to service of process in any such jurisdiction.

          (d) So long as the Offered Notes are outstanding, if not filed electronically with the Securities and Exchange Commission (the “Commission”) or posted on the website of Trinity, the Issuer or Trinity will furnish to the Initial Purchaser, as soon as practicable after the end of each fiscal year, a copy of Trinity’s annual report to shareholders, and the Issuer or Trinity will furnish to the Initial Purchaser (and, upon request, to each other Purchaser) (i) as soon as available, a copy of each description of reports, notices or communications sent to securityholders of Trinity or, if applicable, filed with foreign regulators or securities exchanges by Trinity, (ii) as soon as available, copies of each report furnished to TILC or any of its affiliates, in the case of the Issuer, and to its shareholders, in the case of Trinity, in either case pursuant to any Operative Agreement (collectively, the “Transaction Documents”), by first class mail as soon as practicable after such reports are furnished to TILC or any of its affiliates or the shareholders, as the case may be, (iii) copies of each amendment to any of the Transaction Documents, (iv) copies of all reports and other communications (financial or other) furnished to

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the Trustee under the Indenture or to holders of the Offered Notes, and copies of any reports and financial statements, if any, furnished to or filed with the Commission, any governmental or regulatory authority or any national securities exchange, and (v) from time to time such other information as any Purchasers may reasonably request relating to the Issuer, TILC, TRLWT, Trinity or any of their respective affiliates, the Offered Notes and the Transaction Documents. Each of TILC, the Issuer and Trinity shall make their officers, employees, independent accountants and legal counsel reasonably available upon request by any Purchaser.

          (e) During the period of three (3) years after the Closing Date, the Issuer will, upon request, furnish to the Initial Purchaser, each of the other Purchasers and any holder of Offered Notes a copy of the restrictions on transfer applicable to the Offered Notes.

          (f) During the period of two (2) years after the Closing Date none of the Issuer, TILC, nor Trinity will, or will permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Offered Notes that have been reacquired by any of them.

          (g) During the period of two (2) years after the Closing Date, the Issuer will not be or become an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act.

          (h) The Issuer, TILC or Trinity will pay all expenses incidental to the performance of their respective obligations under this Agreement, including but not limited to: (i) all expenses in connection with the execution, issue, authentication, packaging and initial delivery of the Offered Notes, the preparation and printing of this Agreement, the Offered Notes, the documents comprising any part of the Offering Document, each Limited Use Issuer Free Writing Communication and any other document relating to the issuance, offer, sale and delivery of the Offered Notes; (ii) the cost of any advertising approved by the Issuer, TILC or Trinity in connection with the issue of the Offered Notes; (iii) any expenses (including fees and disbursements of counsel) incurred in connection with qualification of the Offered Notes for sale under the laws of such jurisdictions in the United States as the Initial Purchaser designates and the printing of memoranda relating thereto; (iv) any fees charged by the Hired NRSRO for the rating of the Offered Notes; and (v) expenses incurred in distributing the documents comprising any part of the Offering Document (including any amendments and supplements thereto) and any Limited Use Issuer Free Writing Communications to the Purchasers or to prospective purchasers of the Offered Notes. The Issuer, TILC and Trinity jointly and severally will also pay or reimburse the Purchasers (to the extent incurred by them) for all travel expenses of the Purchasers’, the Issuer’s, TILC’s, TRLWT’s and Trinity’s officers and employees and any other expenses of the Purchasers, the Issuer, TILC, TRLWT or Trinity in connection with attending or hosting meetings with prospective purchasers of the Offered Notes from the Purchasers. In addition to the foregoing, but without duplication, the Issuer, TILC or Trinity will pay to the Initial Purchaser on the Closing Date the amounts in respect of its costs and expenses as set forth in Section 3 of the Engagement Letter as reimbursement of the Initial Purchaser’s other expenses.

          (i) In connection with the offering and the sale of the Offered Notes, until the Initial Purchaser shall have notified the Issuer, TILC, Trinity and the other Purchasers of the completion of the resale of the Offered Notes, none of the Issuer, TILC, TRLWT or Trinity or any of their respective affiliates has or will, either alone or with one or more other persons,

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bid for or purchase for any account in which it or any of its affiliates has a beneficial interest any Offered Notes or attempt to induce any person to purchase any Offered Notes; and none of the Issuer, TILC, TRLWT or Trinity or any of their respective affiliates will make bids or purchases for the purpose of creating actual, or apparent, active trading in, or of raising the price of, the Offered Notes.

          (j) For a period of 180 days after the date of the initial offering of the Offered Notes by the Purchasers, none of the Issuer, TILC, TRLWT or Trinity will offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Securities Act relating to, any United States dollar-denominated asset-backed securities issued, sponsored or guaranteed by the Issuer, TILC, TRLWT, Trinity or any of their respective affiliates and having a maturity of more than one year from the date of issue, or publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, without the prior written consent of the Initial Purchaser. None of the Issuer, TILC, TRLWT or Trinity will at any time offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any securities under circumstances where such offer, sale, pledge, contract or disposition would cause the exemption afforded by Section 4(2) of the Securities Act or the safe harbor of Regulation S thereunder to cease to be applicable to the offer and sale of the Offered Notes.

          (k) The Issuer, TILC and Trinity (the “Indemnitors”) jointly and severally will indemnify and hold harmless the Purchasers against any documentary, stamp or similar issuance tax, including any interest and penalties, on the creation, issuance and sale of the Offered Notes and on the execution and delivery of this Agreement. All payments to be made by TILC, Trinity or the Issuer hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless Trinity, TILC or the Issuer is compelled by law to deduct or withhold such taxes, duties or charges. In that event, Trinity, TILC or the Issuer, as applicable, shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made; provided that the Indemnitors will not be required to indemnify or gross-up for such taxes and withholdings to the extent imposed as a result of a failure of such Purchaser to provide any duly executed and completed form or document described in the last sentence of this paragraph upon the execution of this Agreement or to be delivered thereafter upon the reasonable request of its Indemnitors which evidences such Purchaser’s entitlement to an exemption for such taxes and withholdings. Furthermore, the Indemnitors hereby request that the each Purchaser hereby provide to them IRS Form W-9 or IRS Form W-8BEN, W-8IMY or W-8ECI, whichever is applicable.

          (l) To the extent, if any, that the rating provided with respect to the Offered Notes by the Hired NRSRO is conditional upon the furnishing of documents or the taking of any other action on or prior to the Closing Date by the Issuer, TILC, TRLWT or Trinity, Trinity, TILC, TRLWT or the Issuer, as the case may be, shall use its reasonable best efforts to furnish such documents and take any other such action on or prior to the Closing Date.

     6. Free Writing Communications. (a) Each of the Issuer, TILC, TRLWT and Trinity, jointly and severally, represents and agrees that, unless it obtains the prior consent of the Initial

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Purchaser, and each Purchaser represents and agrees that, unless it obtains the prior consent of TILC and the Initial Purchaser, it has not made and will not make any offer relating to the Offered Notes that would constitute an Issuer Free Writing Communication. Any such Issuer Free Writing Communication consented to by TILC and the Initial Purchaser is hereinafter referred to as a “Permitted Free Writing Communication.”

          (b) To the extent it would be an Issuer Free Writing Communication, each of the Issuer, TILC and Trinity consents to the use by the Initial Purchaser of a Free Writing Communication that (a) contains only information describing the preliminary or final terms of the Offered Notes or the offering thereof or (b) does not contain any material information about the Issuer, TILC, TRLWT or Trinity or the securities of any of them that was provided by any of the Issuer, TILC, TRLWT and Trinity or on behalf of any of them. Any such Free Writing Communication is a Permitted Free Writing Communication for purposes of this Agreement.

     7. Conditions of the Obligations of the Purchasers. The obligations of the Purchasers to purchase and pay for the Offered Notes will be subject to the accuracy of the representations and warranties on the part of the Issuer, TILC and Trinity herein, to the accuracy of the statements of officers of the Issuer, TILC and Trinity made pursuant to the provisions hereof, to the performance by each of the Issuer, TILC and Trinity of its obligations hereunder and to the following additional conditions precedent on or prior to the Closing Date:

          (a) The Purchasers shall have received from Deloitte LLP a letter or letters, dated as of the date of the Preliminary Offering Circular and as of the Applicable Time, in form and substance satisfactory to the Initial Purchaser and their counsel, stating in effect that they have performed certain specified procedures, all of which have been agreed to by the Purchasers, as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Preliminary Offering Circular and the final Offering Circular agrees with the corresponding information included on or derived from a certain computer-generated railroad car lease data file and related record layout, excluding any questions of legal interpretation.

          (b) Subsequent to the execution and delivery of this Agreement, there shall not have occurred: (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Issuer, TILC, TRLWT or Trinity and its subsidiaries taken as one enterprise which, in the judgment of a majority in interest of the Purchasers, including the Initial Purchaser or any of its affiliates, is material and adverse and makes it impractical or inadvisable to proceed with completion of the offering or the sale of and payment for the Offered Notes; (ii) any downgrading in the rating of any debt securities of TILC or Trinity by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Securities Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of TILC or Trinity (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) or any announcement by such organization that the Issuer, Trinity or TILC has been placed on negative outlook; (iii) any change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of the majority in interest of the Purchasers including the Initial Purchaser or any of its affiliates, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Notes,

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whether in the primary market or in respect of dealings in the secondary market; (iv) any material suspension or material limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange; (v) any suspension of trading of any securities of the Issuer, TILC or Trinity or any of its affiliates on any exchange or in the over-the-counter market; (vi) any banking moratorium declared by U.S. Federal or New York authorities; (vii) any major disruption of settlements of securities or clearance services in the United States; or (viii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of majority in interest of the Purchasers including the Initial Purchaser or any of its affiliates, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the offering or sale of and payment for the Offered Notes.

          (c) The Purchasers shall have received opinions, dated the Closing Date, of (i) Vedder Price P.C., counsel for the Issuer, (ii) the Associate General Counsel and Secretary of Trinity, and (iii) such other law firms acceptable to the Initial Purchaser and its counsel, to the effect that:

     (i) The Issuer has been duly formed and is an existing limited liability company in good standing under the laws of the state of Delaware, with power and authority (as a limited liability company and otherwise) to own its properties and conduct its business as described in the General Disclosure Package or Additional Issuer Information; and the Issuer is duly qualified to do business as a foreign limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;

     (ii) TRLWT has been duly formed and is an existing Delaware statutory trust in good standing under the laws of the state of Delaware, with power and authority (as a statutory trust and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and TRLWT is duly qualified to do business as a statutory trust in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;

     (iii) Each of TILC and Trinity has been duly incorporated and is an existing corporation in good standing under the laws of the state of Delaware, with power and authority (as a corporation and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and each of TILC and Trinity is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;

     (iv) The Indenture and the other Transaction Documents have been duly authorized, executed and delivered by the Issuer, TILC, TRLWT or Trinity, as applicable; the Offered Notes have been duly authorized, executed,

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authenticated, issued and delivered and conform to the description thereof contained in the Final Offering Document; and each Transaction Document with respect to which it is a party, constitutes a valid and legally binding obligation of the Issuer, TILC, TRLWT or Trinity, as applicable, enforceable against the Issuer, TILC, TRLWT or Trinity, as applicable, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles;

     (v) The Indenture creates a valid lien upon all of the Collateral (as defined in the Indenture) as granted under the Indenture and subject to the lien thereof, subject only to the exceptions referred to in the Indenture, and will create a similar lien upon all properties and assets that become part of the Collateral after the date of such opinion and required to be subjected to the lien of the Indenture, subject only to the exceptions referred to in the Indenture; the Trustee for the benefit of the holders of the holders of the Offered Notes from time to time will have, upon the filing of certain financing statements, a perfected security interest in the Collateral;

     (vi) Each of the Issuer, TILC, TRLWT and Trinity has been duly incorporated or formed, and is an existing corporation, statutory trust or limited liability company in good standing under the laws of the jurisdiction of its incorporation or formation, as applicable, with power and authority (as a corporation and otherwise) to own its properties and conduct its business as described in the General Disclosure Package; and each of the Issuer, TILC, TRLWT and Trinity is duly qualified to do business as a foreign corporation, statutory trust or limited liability company in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification if the failure to be so qualified would materially and adversely affect its ability to perform its obligations under the Transaction Documents;

     (vii) The Issuer is not and, after giving effect to the offering and sale of the Offered Notes and the application of the proceeds thereof as described in the General Disclosure Package, will not be an “investment company” as defined in the Investment Company Act;

     (viii) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement in connection with the issuance or sale of the Offered Notes, except for security interest filings contemplated by the Transaction Documents and except such as may be required under state securities laws and except for the filing of a notice of sale on Form D as required by Rule 503 of Regulation D of the Securities Act;

     (ix) There are no pending actions, suits or proceedings against or affecting the Issuer, TILC, TRLWT, Trinity or any of their respective

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subsidiaries, or any of their respective properties that, if determined adversely to the Issuer, TILC, TRLWT, Trinity or any of their respective subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Issuer, TILC, TRLWT or Trinity to perform their respective obligations under the Indenture, this Agreement, or any other Transaction Document or which are otherwise material in the context of the sale of the Offered Notes; and no such actions, suits or proceedings are threatened or, to such counsel’s knowledge, contemplated;

     (x) The execution, delivery and performance of the Indenture, the other Transaction Documents to which the Issuer, TILC, TRLWT or Trinity is a party, and this Agreement and the issuance and sale of the Offered Notes and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Issuer, TILC, TRLWT or Trinity or any of their properties, or any agreement or instrument to which the Issuer, TILC, TRLWT or Trinity is a party or by which the Issuer, TILC, TRLWT or Trinity is bound or to which any of the properties of the Issuer, TILC, TRLWT or Trinity is subject, or the organizational or formation documents of the Issuer, TILC, TRLWT or Trinity, and the Issuer has full power and authority to authorize, issue and sell the Offered Notes as contemplated by this Agreement;

     (xi) Such counsel have no reason to believe that the Final Offering Document, or any amendment or supplement thereto, as of the Applicable Time and as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading; and such counsel have no reason to believe that the information specified in a schedule, if any, to such counsel’s letter, which information, when taken together with the Preliminary Offering Circular, will comprise the General Disclosure Package, as of the Applicable Time and as of the Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein not misleading;

     (xii) This Agreement has been duly authorized, executed and delivered by each of the Issuer, TILC, TRLWT and Trinity;

     (xiii) It is not necessary in connection with (i) the offer, sale and delivery of the Offered Notes by the Issuer to the several Purchasers pursuant to this Agreement, or (ii) the resales of the Offered Notes by the Purchasers in the manner contemplated by this Agreement, to register the Offered Notes under the Securities Act or to qualify an indenture in respect thereof under the Trust Indenture Act;

     (xiv) The statements in the Preliminary Offering Circular and the Offering Circular under the captions “The Issuer”, “The Railcars”, “The Lessees”, “The Leases”, “The Manager”, “Description of the Management Agreement”,

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“Description of the Administrative Services Agreement”, “Description of the Asset Transfer Agreement”, “Description of the Offered Notes and Indenture” and “Description of the Parent Undertaking Agreement”, insofar as they purport to summarize certain terms of the Offered Notes and the applicable Transaction Documents, constitute a fair summary of the provisions purported to be summarized;

     (xv) The statements contained in the Preliminary Offering Circular and the Offering Circular under the captions “ERISA Considerations” and “Certain United States Federal Income Tax Considerations”, to the extent that they constitute matters of federal law or legal conclusions with respect thereto, while not purporting to discuss all possible consequences of investment in the Offered Notes, are correct in all material respects with respect to those consequences or matters that are discussed therein;

     (xvi) In the event of a bankruptcy proceeding of the Issuer under the Bankruptcy Code, a court properly presented with the facts would hold that the transfer of the Railcars and Leases from TILC to TRLWT and from TRLWT or TILC to the Issuer and as contemplated by the Transaction Documents prior to such event would constitute sales, and not secured loans, and that, accordingly, the Railcars and Leases so transferred and the proceeds thereof would not constitute “property of the estate” of the seller for purposes of Section 541 of the Bankruptcy Code and would not as a result of such proceeding be subject to the automatic stay of Section 362(a) of the Bankruptcy Code; and

     (xvii) In the event of a bankruptcy proceeding of TILC or TRLWT under the Bankruptcy Code, a court properly presented with the facts would not grant an order substantively consolidating the assets and liabilities of the Issuer with those of TILC or TRLWT.

          (d) The Purchasers shall have received from Mayer Brown LLP, counsel for the Purchasers, such opinion or opinions, dated the Closing Date, with respect to the Final Offering Document and the General Disclosure Package, the exemption from registration for the offer and sale of the Offered Notes to the several Purchasers and the resales by the several Purchasers as contemplated hereby and other related matters as the Initial Purchaser may require, and the Issuer shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

          (e) The Purchasers shall have received the opinion or opinions of Morris James LLP, special counsel to the Trustee, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchaser.

          (f) The Purchasers shall have received a copy of each opinion provided to the Hired NRSRO in connection with its rating of the Offered Notes, each of which shall state therein that the Purchasers may rely thereon, in form and substance reasonably satisfactory to the Initial Purchaser.

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          (g) The Purchasers shall have received a certificate, dated the Closing Date, of the President or any Vice President and a principal financial or accounting officer of each of the Issuer, Trinity and TILC (it being understood that a certificate of TILC in its capacity as sole member and manager of the Issuer shall be sufficient for purposes of the Issuer’s compliance with this requirement) in which such officers, to the best of their knowledge after reasonable investigation, shall state that (i) the representations and warranties of the Issuer, TILC and Trinity, as the case may be, in this Agreement are true and correct, that each of the Issuer, TILC and Trinity has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and that, subsequent to the date of the most recent financial statements of each of the Issuer, TILC and Trinity there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of each of the Issuer, TILC and Trinity and its subsidiaries taken as a whole except as described in such certificate, (ii) nothing has come to their attention that would lead any of them to conclude that the General Disclosure Package included any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, under the circumstances in which they were made, not misleading and (iii) since the date of the Offering Circular there shall not have been any change in the capital stock of Trinity or TILC or the membership interests of the Issuer, or the long term debt of the Issuer, Trinity or TILC.

          (h) The Purchasers shall have received a letter, dated the date of this Agreement, of Deloitte LLP which meets the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three (3) days prior to the Closing Date for the purposes of this subsection.

          (i) On or before the Closing Date, this Agreement, the Offering Document and each Transaction Document shall be satisfactory in form and substance to the Initial Purchaser, shall have been duly executed and delivered by the parties thereto (except that the execution and delivery of the documents referred to above (other than this Agreement) by a party hereto or thereto shall not be a condition precedent to such party’s obligations hereunder), shall each be in full force and effect and executed counterparts of each shall have been delivered to the Purchasers or their counsel on or before the Closing Date.

          (j) Each of Trinity, TILC and the Issuer shall have delivered to the Purchasers a certificate (it being understood that a certificate of TILC in its capacity as sole member and manager of the Issuer shall be sufficient for purposes of the Issuer’s compliance with this requirement), dated the Closing Date, of its secretary certifying its certificate of incorporation, limited liability company agreement, bylaws or other organizational documents; board or similar resolutions authorizing the execution, delivery and performance of the Transaction Documents to which it is a party, as applicable; and the incumbency of all officers that signed any of the Transaction Documents.

          (k) The Purchasers shall have received a certificate from a nationally recognized insurance broker with respect to the public liability insurance required by Section 5.04(f) of the Indenture.

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          (l) Any Transaction Documents which are required to be executed on or prior to the Closing Date that have not been executed by the date of this Agreement will be subject to a condition precedent that requires such agreements to be in form and substance satisfactory to the Initial Purchaser.

          (m) (i) The Hired NRSRO shall have delivered to the Issuer and the Purchasers a final rating letter setting forth a rating with respect to the Offered Notes of at least “A” and (ii) subsequent to the execution and delivery of this Agreement the Hired NRSRO shall not have announced in writing (which shall include, without limitation, any press release by such organization) that it has under surveillance or review its rating of any of the Offered Notes (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating).

          (n) On or prior to the Closing Date, DTC shall have approved as to form the “Regulation S Temporary Global Note” and the “144A Book-Entry Note” as those terms are defined in the Indenture.

          (o) On or before the Closing Date the Issuer shall have caused the Indenture (or memorandum thereof) delivered at the Closing Date, to be duly filed, recorded and deposited with the Surface Transportation Board of the United States of America in conformity with 49 U.S.C. §11301 and with the Registrar General of Canada pursuant to Section 90 of the Railway Act of Canada, and the Issuer shall furnish the Purchasers with proof thereof.

          (p) On or before to the Closing Date, the Issuer shall have funded the Liquidity Reserve Account in the amount required by the Transaction Documents.

     Documents described as being “in the agreed form” are documents which are in the form reasonably satisfactory to the Initial Purchaser and Mayer Brown LLP.

     The Issuer and TILC will furnish the Purchasers with such conformed copies of such opinions, certificates, letters and documents as the Purchasers reasonably request. The Initial Purchaser may in its sole discretion waive, on behalf of any Purchaser, compliance with any conditions to the obligations of such Purchaser hereunder.

     8. Indemnification and Contribution. (a) The Issuer, TILC and Trinity will jointly and severally indemnify and hold harmless each Purchaser, its respective officers, partners, members, directors and affiliates and each person, if any, who controls such Purchaser, within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Purchasers may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any breach of any of the representations, warranties and covenants of the Issuer, TILC or Trinity contained herein or any untrue statement or alleged untrue statement of any material fact contained in any document comprising a part of the Offering Document, any Limited Use Issuer Free Writing Communication or any amendment or supplement thereto, or any related preliminary offering circular or Additional Issuer Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of

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the circumstances under which they were made, not misleading, including, without limitation, any losses, claims, damages or liabilities arising out of or based upon the Issuer’s, TILC’s or Trinity’s failure to perform its obligations under Section 5(a) of this Agreement, and will reimburse the Purchasers for any legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that none of the Issuer, TILC or Trinity will be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Issuer, TILC or Trinity by any Purchaser through the Initial Purchaser specifically for use therein, it being understood and agreed that the only such information consists of the information described as such in subsection (b) below.

          (b) Each Purchaser will severally and not jointly indemnify and hold harmless the Issuer, TILC and Trinity, their respective directors and officers and each person, if any, who controls the Issuer, TILC or Trinity within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities to which the Issuer, TILC or Trinity may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any document comprising a part of the Offering Document, any Limited Use Issuer Free Writing Communication or any amendment or supplement thereto, or any related preliminary offering circular, or arise out of or are based upon the omission or the alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Issuer, TILC or Trinity by such Purchaser through the Initial Purchaser specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Issuer, TILC or Trinity in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred, it being understood and agreed that the only such information furnished by any Purchaser consists of the following information in the Offering Document furnished on behalf of each Purchaser: under the caption “Plan of Distribution”, the second sentence of the second paragraph, the third paragraph, fourth paragraph, ninth paragraph, the second and third sentences of the tenth paragraph and the twelfth paragraph thereunder; provided, however, that the Purchasers shall not be liable for any losses, claims, damages or liabilities arising out of or based upon the Issuer’s, TILC’s or Trinity’s failure to perform its obligations under Section 5(a) of this Agreement.

          (c) Each Other Purchaser will severally and not jointly indemnify and hold harmless the Initial Purchaser, its respective officers, partners, members, directors and affiliates and each person, if any, who controls the Initial Purchaser, within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which the Initial Purchaser may become subject, under the Securities Act or the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any breach by such Other Purchaser of the covenants contained in Section 6(a) of this Agreement, and will reimburse the Initial Purchaser for any legal or other

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expenses reasonably incurred by the Initial Purchaser in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred.

          (d) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a), (b) or (c) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a), (b) or (c) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a), (b) or (c) above. In case any such action is brought against any indemnified party and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnifying party, be counsel to the indemnified party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement includes (i) an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of such indemnified party.

          (e) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer, TILC, TRLWT and Trinity on the one hand and the Purchasers on the other from the offering of the Offered Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Issuer, TILC, TRLWT and Trinity on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Issuer, TILC, TRLWT and Trinity on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Issuer bear to the total discounts, commissions and fees received by the Purchasers from the Issuer under this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer, TILC, TRLWT, Trinity or the Purchasers and the parties’ relative intent, knowledge, access to information and opportunity to

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correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (e). Notwithstanding the provisions of this subsection (e), no Purchaser shall be required to contribute any amount in excess of the total discounts, commissions and fees received by such Purchaser from the Issuer. The obligations of the Purchasers in this subsection (e) to contribute are several in proportion to their respective purchase obligations and not joint.

          (f) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (c) above, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of the losses, claims, damages or liabilities referred to in subsection (c) above in such proportion as is appropriate to reflect the relative fault of the applicable Other Purchaser on the one hand and the Initial Purchaser on the other as well as any other relevant equitable considerations. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (f) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (f).

          (g) The obligations of the Issuer, TILC and Trinity under this Section shall be in addition to any liability which the Issuer, TILC or Trinity may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Purchaser within the meaning of the Securities Act or the Exchange Act; and the obligations of the Purchasers under this Section shall be in addition to any liability which the such Purchaser may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Issuer, TILC or Trinity within the meaning of the Securities Act or the Exchange Act. The obligations of each Other Purchaser under subsections (c) and (f) above shall be in addition to any liability which such Other Purchaser may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Initial Purchaser within the meaning of the Securities Act or the Exchange Act.

     9. Default of Purchasers. If any Purchaser or Purchasers default in their obligations to purchase Offered Notes hereunder and the aggregate principal amount of Offered Notes that such defaulting Purchaser or Purchasers agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Notes, the Initial Purchaser may make arrangements satisfactory to the Issuer for the purchase of such Offered Notes by other persons, including any of the Purchasers, but if no such arrangements are made by the Closing Date, the non-defaulting Purchasers shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Notes that such defaulting Purchaser or Purchasers agreed but failed to purchase. If any Purchaser or Purchasers so default and the aggregate principal amount of Offered Notes with respect to which such default or defaults occur exceeds 10% of the total principal amount of Offered Notes and arrangements satisfactory to the Initial Purchaser and the Issuer for the purchase of such Offered Notes by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Purchaser or the Issuer, TILC or Trinity, except as provided in Section 10. As used in this Agreement, the

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term “Purchaser” includes any person substituted for a Purchaser under this Section. Nothing herein will relieve a defaulting Purchaser from liability for its default.

     10. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Issuer, TILC, Trinity or their respective officers and of the several Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Purchaser, the Issuer, TILC, Trinity or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Purchasers is not consummated, the Issuer, TILC and Trinity shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Issuer, TILC, Trinity, and the Purchasers pursuant to Section 8 shall remain in effect. Further, if the purchase of the Offered Notes by the Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Issuer, TILC or Trinity will reimburse the Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Notes.

     11. Notices. All communications hereunder will be in writing and, if sent to the Purchasers will be mailed, delivered or telegraphed and confirmed to the Purchasers, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: Transactions Advisory Group; if sent to the Issuer, TILC or Trinity, as the case may be, will be mailed, delivered or telegraphed and confirmed to it at c/o Trinity Industries, Inc., 2525 Stemmons Freeway, Dallas, Texas 75207, Attention: Vice President Leasing Operations Re: (TRL 2010); provided, however, that any notice to the Purchasers pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Purchaser.

     12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the controlling persons referred to in Section 8, and no other person will have any right or obligation hereunder, except that holders of Offered Notes shall be entitled to enforce the agreements for their benefit contained in the second and third sentences of Section 5(b) hereof against the Issuer as if such holders were parties thereto.

     13. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

     14. Absence of Fiduciary Relationship. Each of the Issuer, TILC and Trinity acknowledges and agrees that:

          (a) The Purchasers have been retained solely to act as initial purchasers in connection with the initial purchase, offering and resale of the Offered Notes and that no fiduciary, advisory or agency relationship between any of the Issuer, TILC, TRLWT or Trinity or their respective affiliates, stockholders, creditors or employees, on the one hand, and the Purchasers, on the other hand, has been created in respect of any of the transactions

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contemplated by this Agreement or the Offering Document, irrespective of whether any Purchaser has advised or is advising the Issuer, TILC, TRLWT or Trinity on other matters;

          (b) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discount and commissions, is an arm’s-length commercial transaction among the Purchasers, the Issuer, TILC and Trinity and the Issuer, TILC and Trinity are capable of evaluating and understanding, and do understand and hereby accept, the terms, risks and conditions of the transactions contemplated by this Agreement;

          (c) the Issuer, TILC, TRLWT and Trinity have been advised that the Purchasers and their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Issuer, TILC, TRLWT and Trinity and that no Purchaser has any obligation to disclose such interests and transactions to any of the Issuer, TILC, TRLWT or Trinity by virtue of any fiduciary, advisory or agency relationship; and

          (d) each of the Issuer, TILC or Trinity waives, to the fullest extent permitted by law, any claims it may have against any Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that no Purchaser shall have any liability (whether direct or indirect) to any of the Issuer, TILC or Trinity in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of any of the Issuer, TILC or Trinity, including stockholders, employees or creditors of the Issuer, TILC or Trinity.

     15. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the state of New York without regard to principles of conflicts of laws.

     Each of the Issuer, TILC and Trinity hereby submits to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

     16. No Petition in Bankruptcy. Each Purchaser agrees that, prior to the date which is one year and one day after the payment in full of all outstanding Offered Notes, such Purchaser will not institute against, or join any other Person in instituting against, the Issuer an action in bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceeding under the laws of the United States or any state of the United States.

     17. Integration. As to the matters set forth in this Agreement, so long as this Agreement is in full force and effect, the provisions herein shall supersede any and all prior agreements as to such subject matter, including, but not limited to, the Engagement Letter.

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     If the foregoing is in accordance with the Purchasers’ understanding of our agreement, kindly sign and return to us one of the counterparts hereof, whereupon it will become a binding agreement between the Issuer, TILC, Trinity and the Initial Purchaser in accordance with its terms.

Very truly yours, TRINITY RAIL LEASING 2010 LLC,
By:	TRINITY INDUSTRIES LEASING COMPANY, as sole member and manager
By:	/s/ Cary Lance Davis
	Name:	Cary Lance Davis
	Title:	Vice President
TRINITY INDUSTRIES LEASING COMPANY
By:	/s/ Cary Lance Davis
	Name:	Cary Lance Davis
	Title:	Vice President
TRINITY INDUSTRIES, INC.
By:	/s/ Gail Peck
	Name:	Gail Peck
	Title:	Treasurer

S-1

The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written.

CREDIT SUISSE SECURITIES (USA) LLC
By:	/s/ Hari Raghavan
	Name:	Hari Raghavan
	Title:	Director

S-2

The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written.

CREDIT AGRICOLE SECURITIES (USA) INC.
By:	/s/ Leo Burrell
	Name:	Leo Burrell
	Title:	Managing Director

S-3

The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written.

LLOYDS TSB BANK plc
By:	/s/ James Walter
	Name:	James Walter
	Title:	Director

S-4

The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written.

RABO SECURITIES USA, INC.
By:	/s/ Kenneth McGrory
	Name:	Kenneth McGrory
	Title:	President

S-5

The foregoing Purchase Agreement is hereby confirmed and accepted as of the date first above written.

WELLS FARGO SECURITIES, LLC.
By:	/s/ Kevin C. Ryan
	Name:	Kevin C. Ryan
	Title:	Director

S-6

SCHEDULE A

	Principal Amount of
Purchaser	Offered Notes
Credit Suisse Securities (USA) LLC	$	349,214,928
Lloyds TSB Bank plc	$	5,000,000
Credit Agricole Securities (USA) Inc.	$	5,000,000
Wells Fargo Securities, LLC	$	5,000,000
Rabo Securities USA, Inc.	$	5,000,000
Total	$	369,214,928

SCHEDULE B

None.

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Timothy R. Wallace, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2010

/s/ Timothy R. Wallace  

Timothy R. Wallace 

Chairman, Chief Executive Officer, and President 

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James E. Perry, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Trinity Industries, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 28, 2010

/s/ James E. Perry  

James E. Perry 

Vice President and Chief Financial Officer 

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy R. Wallace, Chairman, Chief Executive Officer, and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/ Timothy R. Wallace  

Timothy R. Wallace 

Chairman, Chief Executive Officer, and President 

October 28, 2010

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Trinity Industries, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James E. Perry, Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company, as of, and for, the periods presented in the Report.

/s/ James E. Perry  

James E. Perry 

Vice President and Chief Financial Officer 

October 28, 2010

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.